GIBRALTAR STEEL CORP
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C:\WINDOWS\TEMP\1022184.DOC







                              THIRD
                       AMENDED AND RESTATED
                         CREDIT AGREEMENT


                            - Among -


                   GIBRALTAR STEEL CORPORATION

                               and

             GIBRALTAR STEEL CORPORATION OF NEW YORK



                             - And -


                    THE CHASE MANHATTAN BANK
                     as Administrative Agent


                             - And -


                  THE BANKS LISTED ON SCHEDULE 1







                              DATED:  As of September 29, 2000
                        TABLE OF CONTENTS

                                                               Page

ARTICLE I.    Definitions                                         1
              1.1   Definitions                                   1

ARTICLE II.   The Credit                                          8
              2.1   Revolving Credit                              8
              2.2   Letters of Credit                            10
              2.3   [Intentionally Omitted]                      11
              2.4   Interest                                     12
              2.5   Prepayment                                   13
              2.6   Use of Proceeds and Letters of Credit        14
              2.7   Special Provisions Governing LIBOR Loans -
                    Increased Costs                              14
              2.8   Required Termination and Repayment of LIBOR
                    Loans                                        15
              2.9   Taxes                                        16
              2.10  Unused Line Fee                              16
              2.11  Reduction                                    16
              2.12  Administrative Agent's Fee                   17
              2.13  Payments                                     17
              2.14  Sharing of Payments                          17

ARTICLE III.  Conditions to the Extension of Credit              18
              3.1   Conditions to Extension of Credit            18
                    3.1.a. Corporate Action                      18
                    3.1.b. Corporate Documents                   18
                    3.1.c. Notes                                 18
                    3.1.d. Guaranty                              18
                    3.1.e. Security Agreements                   19
                    3.1.f. Uniform Commercial Code Searches      19
                    3.1.g. Subsidiary Action                     19
                    3.1.h. Opinion                               19
                    3.1.i. Certificates                          19
                    3.1.j. Other Matters                         19
              3.2   Conditions to Subsequent Extensions of Credit20

ARTICLE IV.   Representations and Warranties                     20
              4.1   Good Standing and Authority                  20
              4.2   Valid and Binding Obligation                 20
              4.3   Good Title                                   20
              4.4   No Pending Litigation                        21
              4.5   No Consent or Filing                         21
              4.6   No Violations                                21
              4.7   Financial Statements                         21
              4.8   Tax Returns                                  22
              4.9   Federal Regulations                          22
              4.10  ERISA Matters                                22
              4.11  Subsidiaries                                 22
              4.12  Compliance                                   23
              4.13  Fiscal Year                                  23
              4.14  Default                                      23
              4.15  Indebtedness for Borrowed Money              23
              4.16  Securities                                   23
              4.17  Inventory Locations                          23
              4.18  Environmental Matters                        23

ARTICLE V.    Affirmative Covenants                              24
              5.1   Payments                                     24
              5.2   Future Financial Statements                  24
              5.3   Books and Records                            25
              5.4   Corporate Standing                           25
              5.5   Discharge of Obligations                     25
              5.6   Insurance                                    26
              5.7   Examinations                                 26
              5.8   Litigation                                   26
              5.9   Judgments                                    26
              5.10  Fair Labor Standards Act                     27
              5.11  Notice                                       27
              5.12  Environmental Compliance                     27

ARTICLE VI.   Negative Covenants                                 27
              6.1   Business Operations                          27
              6.2   Borrowed Money                               27
              6.3   Guaranties                                   28
              6.4   Liens                                        28
              6.5   Accumulated Funding Deficiency               28
              6.6   Compliance with Law                          28
              6.7   Expansions, Mergers, Acquisitions and Joint
                    Ventures                                     28
              6.8   Loans and Advances                           29
              6.9   Subsidiaries                                 29
              6.10  Dividends                                    29
              6.11  Voting Stock                                 29
              6.12  Sale of Assets                               29
              6.13  Lease Rentals                                29
              6.14  [Intentionally omitted]                      29
              6.15  Interest Coverage Ratio                      29
              6.16  Net Worth                                    30
              6.17  Funded Debt/EBITDA.                          30
              6.18  Current Ratio                                30

ARTICLE VII.  Default                                            30
              7.1   Events of Default                            30
              7.2   Effects of an Event of Default               33

ARTICLE VIII. Relationship of Chase and the Administrative Agent
              and the Banks                                      34
              8.1   Appointment and Authorization                34
              8.2   No Other Duties                              34
              8.3   Copies and Notice of Event of Default or
                    Default                                      34
              8.4   Certain Rights of Chase and the
                    Administrative Agent                         35
              8.5   Waiver of Liability of Administrative Agent  36
              8.6   Enforcement; Payments to Administrative Agent. 37
              8.7   Non-Reliance on Administrative Agent and
                    Other Banks                                  38
              8.8   Indemnification                              38
              8.9   Administrative Agent in Its Individual
                    Capacity                                     39
              8.10  Successor Administrative Agent               39
              8.11  Reclaimed Payments; Other Actions            39
              8.12  Benefit of Article VIII                      40

ARTICLE IX.   Indemnification - Costs and Expenses               40
              9.1   Indemnification                              40
              9.2   Expenses                                     40

ARTICLE X.    Miscellaneous                                      41
              10.1  Amendments and Waivers                       41
              10.2  Delays and Omissions                         41
              10.3  Participations and Assignments               41
              10.4  Successors and Assigns                       42
              10.5  Notices                                      42
              10.6  Governing Law                                43
              10.7  Counterparts                                 43
              10.8  Titles                                       43
              10.9  Inconsistent Provisions                      43
              10.10 JURY TRIAL WAIVER                            43
              10.11 CONSENT TO JURISDICTION                      43


EXHIBIT A     Compliance Certificate - Financial Covenants
EXHIBIT B     Compliance Certificate - General
EXHIBIT C     Revolving Note

Schedule 1    List of Banks
Schedule 3.1.d      Subsidiaries Required to Execute Guaranties
Schedule 4.11 Subsidiaries
Schedule 4.15/6.2   Permitted Borrowing
Schedule 4.18 Environmental Matters
Schedule 6.4  Permitted Encumbrances
<PAGE>
          AGREEMENT,  dated  as  of  September  29,  2000   among
GIBRALTAR  STEEL CORPORATION, a Delaware corporation ("Company");
GIBRALTAR  STEEL CORPORATION OF NEW YORK, a New York  corporation
("Borrower");  the financial institutions listed  on  Schedule  1
hereto  as amended from time to time (collectively, "Banks",  and
each  individually,  "Bank"); and THE CHASE  MANHATTAN  BANK,  as
Administrative Agent for the Banks.

                            WITNESSETH

                    ARTICLE I.    Definitions

          1.1   Definitions.   As used in this Agreement,  unless
otherwise specified, the following terms shall have the following
respective meanings:

          "Administrative  Agent" - The Chase Manhattan  Bank  in
its  capacity as administrative agent or such other bank as shall
have  subsequently been appointed and accepted  as  successor  to
Administrative Agent pursuant to Section 8.10.

          "Administrative  Agent's Office" - The  office  of  the
Administrative Agent at 2300 Main Place Tower, Buffalo, New  York
14202,  or  such other office of the Administrative Agent  as  it
shall specify by a notice in writing to the Borrower, the Company
and the Banks.

          "Advance", or collectively, "Advances" - "Advance",  or
collectively  "Advances", as defined in Section  2.1(a)  of  this
Agreement.

          "Affiliate"  - Any (a) Person who now or hereafter  has
Control of or is now or hereafter under common Control with,  the
Company  or any Subsidiary or over whom or over which the Company
or  any  Subsidiary now or hereafter has Control, (b) any  Person
who  is  now  or  hereafter related by blood, by adoption  or  by
marriage  to any such Person or now or hereafter resides  in  the
same  home  as  any  Person referred to in  clause  (a)  of  this
sentence,  (c) any Person who is now or hereafter an  officer  of
the Company or of any Subsidiary or (d) any Person who is now  or
hereafter  related by blood, by adoption or by  marriage  to  any
Person  referred  to  in clause (c) of this sentence  or  now  or
hereafter  resides in the same home as any such  Person  or  over
whom or over which any such Person now or hereafter has Control.

          "Bank"  and "Banks" - "Bank" and "Banks" as defined  in
the  preamble of this Agreement, and such other entities  as  may
from  time to time be added by the Administrative Agent as  banks
under and as parties to this Agreement.

          "Base Rate" - The higher of (i) the Federal Funds Rate,
plus 2 of 1%, or (ii) the Prime Rate.

          "Base  Rate Loan" - That portion of Advances from  time
to  time  unpaid  evidenced  by the Revolving  Note  and  bearing
interest at the Base Rate as specified in Section 2.4.

          "Borrower"  - "Borrower" as defined in the preamble  of
this Agreement.

          "Business  Day" - (a) For all purposes  other  than  as
covered  by clause (b) below, any day excluding Saturday,  Sunday
and any day on which banks in New York City are authorized by law
or other governmental action to close and (b) with respect to all
notices  and  determinations in connection with LIBOR,  any  date
which is a Business Day described in clause (a) and which is also
a day for trading by and between banks in U.S. dollar deposits in
the London interbank market.

          "Capital  Expenditure"  - The dollar  amount  of  gross
expenditures  (including obligations under capital  leases)  made
for  fixed  assets, real property, plant and equipment,  and  all
renewals, improvements and replacements thereto (but not  repairs
thereof) incurred for any period.

          "Cash  Flow" - For any period, the sum of (i)  Earnings
before   Interest   and   Taxes,  plus  (ii)   depreciation   and
amortization expenses and all other non-cash charges  which  were
deducted in determining Earnings before Interest and Taxes.

          "Chase"  -  The Chase Manhattan Bank and its successors
and assigns.

          "Code"  - The Internal Revenue Code of 1986, as amended
from time to time.

          "Collateral  Documents" - Collectively, the  Guaranties
and the Security Agreements.

          "Commitment"    -   "Commitment"    as    defined    in
Section   2.1(a)   of   this  Agreement  and  collectively,   the
"Commitments".

          "Commonly  Controlled Entity" - An entity,  whether  or
not  incorporated, which is under common control with the Company
within the meaning of Section 414(b) or (c) of the Code.

          "Company"  -  "Company" as defined in the  preamble  of
this Agreement.

          "Compliance  Certificate  - Financial  Covenants"  -  A
certificate  from  the  President  or  an  appropriate  financial
officer  of  the Borrower and the Company or from the independent
certified public accountants for the Borrower and the Company, as
the  case  may  be,  in the form of Exhibit A setting  forth  the
computations, ratios and calculations evidencing compliance with,
the  financial  covenants contained within  Article  VI  of  this
Agreement.

          "Compliance Certificate - General" - A certificate from
the President or an appropriate financial officer of the Borrower
and  the  Company  in  the  form  of  Exhibit  B  annexed  hereto
certifying   that   (i)  the  Borrower,  the  Company   and   its
Subsidiaries  have complied with and are in compliance  with  all
the  terms, covenants and conditions of this Agreement which  are
binding  upon  them; (ii) there exists no Default  nor  Event  of
Default,  or if this is not the case, that one or more  specified
Defaults  or  Events of Default have occurred,  together  with  a
description  of the action taken or to be taken by  the  Borrower
and/or   the   Company   to  cure  the  same;   and   (iii)   the
representations  and warranties contained in this  Agreement  are
true  with  the  same effect as though made on the  date  of  the
certificate.

          "Consolidated" or "Company on a Consolidated  basis"  -
The  consolidation  of  the  accounts  of  the  Company  and  its
Subsidiaries  in  accordance with GAAP, including  principles  of
consolidation,  consistent with those applied in the  preparation
of the Company=s Consolidated audited financial statements.

          "Control"  -  (i) The power to vote 5% or more  of  the
outstanding shares of any class of stock of a Person which  is  a
corporation, (ii) the beneficial ownership of 5% or more  of  the
outstanding shares of any class of stock of a Person which  is  a
corporation  or (iii) the power to direct or cause the  direction
of  the  management  and  policies of a Person  which  is  not  a
corporation, whether by ownership of any stock or other ownership
interest, by agreement or otherwise, in each case by or on behalf
of  a single Person or group of Persons acting as a group for the
purposes  of  filing Form 13-D with the Securities  and  Exchange
Commission.

          "Conversion  Date" - The first day of  a  LIBOR  Period
with respect to any LIBOR Loan.

          "Credit"  -  All  extensions of  credit  set  forth  in
Article  II  of this Agreement, whether in the form of  Advances,
Swingloans or Letters of Credit.

          "Credit  Pricing Agreement" - The Third Amended  Credit
Pricing  Agreement  dated July 17, 2000 among  the  Company,  the
Borrower,  the  Banks and the Administrative Agent setting  forth
the  pricing  with  respect  to the  Revolving  Credit,  as  such
agreement may be amended, replaced or restated from time to time.

          "Current Assets" - All assets treated as current assets
in   accordance   with  GAAP,  excluding,   however,   from   the
determination of current assets: prepaid expenses, assets located
outside   the  United  States  and  loans  to  Subsidiaries   and
Affiliates.

          "Current Liabilities" - Those liabilities classified as
current in accordance with GAAP with adequate provisions for  all
accrued  liabilities, including, without limitation, all  federal
and  state  taxes, except those taxes classified as  deferred  in
accordance with GAAP.

          "Default"  -  Any event or occurrence  which  with  the
giving of notice or passage of time or both constitutes an  Event
of Default.

          "Earnings before Interest and Taxes" - For any  period,
the income of an entity for such period prior to the deduction of
any provisions for income taxes, reserves (including reserves for
deferred  income  taxes)  and interest payable  on  Indebtedness,
determined in accordance with GAAP.

          "Environment"  -  Any water or water  vapor;  any  land
including land surface or subsurface, air, fish, wildlife,  biota
and all other natural resources.

          "Environmental  Laws" - All federal,  state  and  local
environmental, land use, zoning, health, chemical use, safety and
sanitation laws, statutes, ordinances and codes relating  to  the
protection of the Environment and/or governing the use,  storage,
treatment,  generation,  transportation,  processing,   handling,
production  or  disposal of Hazardous Substances and  the  rules,
regulations,  policies,  guidelines, interpretations,  decisions,
orders  and  directives of federal, state and local  governmental
agencies and authorities with respect thereto.

          "Environmental   Permits"  -  All  permits,   licenses,
approvals, authorizations, consents or registrations required  by
any  applicable  Environmental Law in connection with  ownership,
lease,  purchase, transfer, closure, use and/or operation of  any
property  for the storage, treatment, generation, transportation,
processing,   handling,  production  or  disposal  of   Hazardous
Substances  or  the  sale, transfer or  conveyance  of  any  such
property.

          "ERISA"  - The Employee Retirement Income Security  Act
of 1974, as amended from time to time.

          "Event  of Default" - An "Event of Default" as  defined
in Section 7.1 of this Agreement.

          "Expansion"  -  The  formation  by  the  Company,   the
Borrower or any Subsidiary of an entity which is a Subsidiary  or
an Affiliate.

          "Federal  Funds Rate" - For any period,  a  fluctuating
interest rate per annum equal for each day during such period  to
the  weighted  average  of the rates on overnight  Federal  funds
transactions with members of the Federal Reserve System  arranged
by Federal funds brokers, as published for the preceding Business
Day by the Federal Reserve Bank of New York, or, if such rate  is
not so published for any day which is a Business Day, the average
of  the quotations for such date on such transactions received by
the  Administrative  Agent from three Federal  funds  brokers  of
recognized standing selected by it.

          "GAAP" - As of the date of any determination, generally
accepted  accounting principles as promulgated by  the  Financial
Accounting  Standards  Board and/or  the  American  Institute  of
Certified Public Accountants, consistently applied and maintained
throughout the relevant periods and from period to period.

          "Guarantor      Subsidiary(ies)"      -      "Guarantor
Subsidiary(ies) as defined in Section 3.1.d of this Agreement.

          "Guaranty(ies)" - The guaranty executed  and  delivered
by  the Company and each Subsidiary, other than the Borrower, and
described in Section 3.1.d or Section 6.9 of this Agreement.

          "Hazardous   Substance"  -  Without   limitation,   any
flammable  explosives,  radon, radioactive  materials,  asbestos,
urea  formaldehyde  foam  insulation, polychlorinated  biphenyls,
petroleum   and  petroleum  based  products,  methane,  hazardous
materials,  hazardous wastes, hazardous or  toxic  substances  or
related  materials as defined in the Comprehensive  Environmental
Response,  Compensation and Liability Act of  1980,  as  amended,
(42  U.S.C.  Section  9601,  et seq.),  the  Hazardous  Materials
Transportation   Act,  as  amended  (49  U.S.C.  Sections   1801,
et  seq.), the Resource Conservation and Recovery Act, as amended
(42  U.S.C. Sections 6901, et seq.), the Toxic Substances Control
Act, as amended, (15 U.S.C. Sections 2601, et seq.), Articles  15
and  27  of the New York State Environmental Conservation Law  or
any  other  applicable Environmental Law and in  the  regulations
promulgated thereunder.

          "Indebtedness"   -  At  a  particular   date,   without
duplication, (a) all indebtedness of a Person for borrowed  money
or  for  the  deferred purchase price of property, whether  short
term  or long term, (b) the face amount of all letters of  credit
issued  for  the account of such Person and, without duplication,
all  drafts  drawn thereunder and not repaid by such Person,  and
(c)  lease  obligations of such Person which, in accordance  with
GAAP,   should  be  capitalized;  provided,  in  no  event  shall
Indebtedness   include  any  guaranties   or   other   contingent
obligations.

          "Letter  of  Credit"  -  An irrevocable  commercial  or
standby  letter of credit issued by Chase on behalf of the  Banks
pursuant to this Agreement upon application by the Borrower.

          "LIBOR"  -  The  rate  per annum  (rounded  upward,  if
necessary, to the next highest 1/100 of 1%) equal to (a) the rate
quoted at approximately 11:00 a.m. (London time) by the principal
London  branch  of the Administrative Agent on a  LIBOR  Interest
Determination  Date  for the offering to  leading  banks  in  the
London  interbank market of U.S. Dollar deposits  in  immediately
available funds for the applicable LIBOR Period, and in an amount
equal to the applicable LIBOR Loan; plus (b) the LIBOR Increment.

          "LIBOR (Reserve Adjusted)" - Relative to any Advance to
be  made, continued or maintained as, or converted into, a  LIBOR
Loan  for any LIBOR Period, a rate per annum (rounded upward,  if
necessary,  to the next highest 1/100 of 1%) determined  pursuant
to the following formula:

     LIBOR               =                LIBOR
     (Reserve Adjusted)       1.00 - LIBOR Reserve Percentage

          "LIBOR  Increment"  -  The  percentage  calculated   in
accordance  with  Section  2.4(b)  of  this  Agreement  which  is
utilized in determining LIBOR.

          "LIBOR  Interest Determination Date" - means a Business
Day  which is two (2) Business Days prior to the commencement  of
each  LIBOR Period during which the LIBOR (Reserve Adjusted) rate
will be applicable.

          "LIBOR  Lending  Office"  - The  office  of  each  Bank
designated  as such below its name on Schedule 1 hereto  or  such
other  office of such Bank (as designated from time  to  time  by
notice  from such Bank to the Borrower and Administrative Agent),
whether  or not outside the United States, which shall be  making
or maintaining LIBOR Loans of such Bank hereunder.

          "LIBOR  Loan" - That portion of Advances from  time  to
time  unpaid and bearing interest at LIBOR (Reserve Adjusted)  as
specified in Section 2.4.

          "LIBOR Period" - means the 30, 60, 90 or 180 day period
selected  by the Borrower pursuant to Section 2.4 of  the  Credit
Agreement on which the LIBOR (Reserve Adjusted) is to be quoted.

          "LIBOR Reserve Percentage" - For any Bank for any LIBOR
Period, the percentage (expressed as a decimal) applicable at the
time LIBOR for such LIBOR Period is determined, under regulations
issued from time to time by the Board of Governors of the Federal
Reserve  System  (or any successor) for determining  the  maximum
reserve  requirement  (including any emergency,  supplemental  or
other  marginal reserve requirement) for such Bank in respect  of
assets  or  liabilities consisting of and including "Eurocurrency
Liabilities," as defined in Regulation D of such Board, having  a
term approximately equal or comparable to such LIBOR Period.

          "Lien"   -   Any  mortgage,  deed  of  trust,   pledge,
hypothecation,  assignment, security interest,  lien,  charge  or
encumbrance, or preference, priority or other security  agreement
or  preferential arrangement in respect of any asset of any  kind
or   nature   whatsoever  (including,  without  limitation,   any
conditional   sale  or  other  title  retention  agreement,   any
financing lease having substantially the same economic effect  as
any  of  the foregoing, and the filing of, or agreement to  give,
any  financing  statement under the Uniform  Commercial  Code  or
comparable law of any jurisdiction).

          "Majority  Banks"  -  The Banks representing  sixty-six
percent (66%) of the Commitments from time to time in effect.

          "Maximum  Revolving  Credit  Commitment"  -  The  total
aggregate amount of the Commitments of all Banks as set forth  on
Schedule  1  hereto,  provided that the  total  aggregate  amount
thereof shall not exceed $310,000,000.00."

          "Multiemployer Plan" - A Plan which is a  multiemployer
plan as defined in Section 4001(a)(3) of ERISA.

          "Net  Worth" - At a particular date, all amounts  which
would  be included under shareholders' equity on a balance  sheet
of an entity, determined in accordance with GAAP.

          "Note" - Any Revolving Note.

          "Permitted Encumbrances" - as listed on Schedule 6.4 of
this Agreement.

          "Percentage"  - The percentage set forth  opposite  the
name of each Bank on Schedule 1 hereof.

          "Person"  -  Any individual, corporation,  partnership,
joint  venture, trust, unincorporated association, government  or
political  subdivision  or other entity,  body,  organization  or
group.

          "Plan" - Any employee benefits plan which is covered by
Title  IV  of  ERISA  and in respect of which  the  Company,  the
Borrower  or  a  Commonly Controlled Entity is an  "employer"  as
defined in Section 3(5) of ERISA.

          "Prime  Rate"  - The prime commercial lending  rate  of
interest publicly announced by the Administrative Agent from time
to time at its head office.  The Prime Rate may or may not be the
most  favorable rate charged by the Administrative Agent  to  its
customers from time to time.

          "Rate Option" - The choice of applicable interest rates
and LIBOR Periods offered to the Borrower pursuant to Section 2.4
of this Agreement.

          "Release" - The same meaning as given to that  term  in
the   Comprehensive  Environmental  Response,  Compensation   and
Liability  Act  of  1980,  as amended (42  U.S.C.  Section  9601,
et seq.), and the regulations promulgated thereunder.

          "Reportable Event" - Any event with regard  to  a  Plan
described  in  Section 4043(b) of ERISA or in regulations  issued
thereunder.

          "Revolving Credit" - The "Revolving Credit" as  defined
in Section 2.1(a) of this Agreement.

          "Revolving  Note" - Collectively, the promissory  notes
of  Borrower  in  the  form  of Exhibit C  evidencing  Borrower's
promise  to  repay Advances under the Revolving Credit,  and  any
renewals, replacements or extensions thereof.

          "Security Agreements" - Security Agreements as  defined
in  Section  3.1(e) of this Agreement or as described in  Section
6.9 of this Agreement.

          "Security Interests" - Security Interest as defined  in
Section 3.1(e) of this Agreement.

          "Subordinated  Debt" - Indebtedness of the  Company  or
any  Subsidiary  which  is  subordinated,  in  form  and  content
satisfactory  to the Administrative Agent with the  agreement  of
the  Majority Banks, to any and all Indebtedness owing to any  of
the  Banks  or Administrative Agent whether arising out  of  this
Agreement or otherwise.

          "Subsidiary" - Any corporation of which at least 50% of
the voting stock or any other entity of which at least 50% of the
ownership   interests  is  owned  by  the  Company  directly   or
indirectly through one or more Subsidiaries.

          "Swingloan",    or   collectively,    "Swingloans"    -
"Swingloan", or collectively, "Swingloans", as defined in Section
2.1 (c) of this Agreement.

          "Termination Date" - The maturity date of  the  Credit,
which  shall be April 1, 2003 and may be shortened in  accordance
with Section 2.11 or 7.2 hereof.
          "Total  Liabilities" - At a particular date,  the  sum,
without  duplication, of (a) all amounts which would be  included
as  liabilities  on a balance sheet of an entity  at  such  date,
determined  in  accordance with GAAP and (b) any Indebtedness  of
such entity.

          1.2    Accounting  Terms.   All  accounting  terms  not
otherwise  defined herein have the meanings assigned to  them  in
accordance  with  GAAP  consistent  with  those  applied  in  the
preparation  of the audited Consolidated financial statements  of
the  Company and its Subsidiaries referred to in this  Agreement.
Capitalized  words not otherwise defined in this Agreement  shall
have  the  meanings set forth in the New York Uniform  Commercial
Code as in effect on the date of this Agreement.

                     ARTICLE II.   The Credit

          2.1  Revolving Credit.

               (a)    Advances.    Subject  to  the   terms   and
conditions of this Agreement and relying upon the representations
and  warranties  set forth in this Agreement, and  provided  that
there  has  been  no  material adverse change  in  the  financial
condition of the Borrower or the Company, and provided  there  is
no  Event  of  Default hereunder, each Bank,  severally  and  for
itself  alone, agrees that it will, from time to time during  the
period commencing on the date the conditions specified in Section
3.1   are  satisfied  through  the  Business  Day  preceding  the
Termination  Date,  make  one  or  more  Advances  ("Advance"  or
collectively "Advances") to the Borrower equal to its  Percentage
of  the  aggregate amount of Advances requested by Borrower  from
all Banks up to the dollar amount set forth opposite the name  of
each  Bank  on Schedule 1 hereto (which amount, with  respect  to
each  Bank, shall be called its "Commitment"); provided, however,
no  Bank  shall be required or permitted to make any  Advance  or
participate  in  any  Letter of Credit if,  after  giving  effect
thereto,  the  aggregate  outstanding  principal  amount  of  all
Advances  and  the  aggregate face amount of  Letters  of  Credit
issued  ("Revolving Credit") would exceed the  Maximum  Revolving
Credit  Commitment  at  any  one time  outstanding.   Subject  to
Section 2.5 hereof, the Advances may be repaid and reborrowed  in
accordance  with  the  provisions hereof; provided,  however,  no
further Advances shall be made on or after the Termination  Date,
at  which  time the Revolving Credit shall be due and payable  in
full.

               (b)   Method for Borrowing Advances.  If and  when
the  Borrower  wishes the Banks to make Advances  available,  the
Borrower  shall  notify the Administrative Agent not  later  than
12:00  noon  (New  York time) on the Business Day  on  which  the
Advance  is  to  be funded.  The Borrower shall specify  (i)  the
aggregate amount of the Advance to be made on a designated  date,
which  amount shall be at least $100,000.00 and (ii) the proposed
date  on  which  the Advance is to be funded, which  shall  be  a
Business Day.  Upon receipt of such notice from the Borrower, the
Administrative  Agent shall promptly notify  each  of  the  Banks
thereof.   Each  Bank shall make an amount equal to  such  Bank's
Percentage   of   the   requested  Advance   available   to   the
Administrative  Agent  for the account of  the  Borrower  at  the
Administrative Agent's Office not later than 1:00 p.m. (New  York
time)  on  the  designated  date of the Advance,  in  immediately
available funds.  As early as practically possible, but not later
than  3:00 p.m. (New York time) on the date on which the  Advance
is to be made and upon fulfillment of the conditions set forth in
Article III of this Agreement, the Administrative Agent will make
the  proceeds  of such Advance which it received from  the  Banks
available to the Borrower.
               Neither  the  Administrative Agent  nor  any  Bank
shall  incur  any  liability to the Borrower in acting  upon  any
notice referred to above or subsection 2.1(c) by telephone  which
the  Administrative Agent or such Bank believes in good faith  to
have  been  given  by a duly authorized officer or  other  person
authorized  to borrow on behalf of the Borrower or for  otherwise
acting in good faith.

               (c)    Swingloans.   Subject  to  the  terms   and
conditions  of  this Agreement, relying upon the  representations
and  warranties set forth in this Agreement, and so long  as  the
aggregate  outstanding principal amount of all Advances  and  the
aggregate face amount of Letters of Credit issued are the Maximum
Revolving Credit Commitment or less, Chase agrees to make to  the
Borrower  one  or  more Swingloans ("Swingloan"  or  collectively
"Swingloans")  as  requested by the Borrower  during  the  period
commencing  on the date the conditions specified in  Section  3.1
are  satisfied through the Business Day preceding the Termination
Date  in  an  amount  which will not exceed Ten  Million  Dollars
($10,000,000.00) at any one time outstanding.  At such  time  and
for  as long as the aggregate outstanding principal amount of all
Advances  and  the  aggregate face amount of  Letters  of  Credit
issued are more than the Maximum Revolving Credit Commitment, the
Borrower  will not request, and Chase will not make a  Swingloan.
The  Banks  other  than  Chase will not  participate  in  nor  be
obligated to advance Swingloans.  The obligation of Chase to make
Swingloans  shall  automatically terminate on  the  date  of  any
reduction in the Commitments in accordance with Section  2.11  or
the cancellation of the Commitments pursuant to Section 7.2

               If  and  when the Borrower wishes Chase to make  a
Swingloan,  the Borrower shall notify Chase not later than  12:00
noon   (New York time) on the Business Day on which the Swingloan
is  to  be  made  of the amount of the Swingloan  desired,  which
amount  shall be at least $50,000.00.  Chase shall determine  and
advise  the  Borrower promptly thereafter of the per annum  fixed
rate option applicable to the Swingloan, which rate shall be  the
fluctuating  interest rate per annum for each  day  on  overnight
Federal  funds  transactions with members of the Federal  Reserve
System, plus 150 basis points ("Fixed Rate").  The Borrower shall
immediately notify Chase if the Swingloan is to bear interest  at
the  Fixed  Rate  or  the  Prime  Rate,  which  notice  shall  be
irrevocable.  Each Swingloan, together with the interest  accrued
thereon,  shall  be repaid by the Borrower to the  Administrative
Agent for the account of Chase prior to the close of business  on
the  Business Day immediately following the Business Day on which
such Swingloan is made.

               (d)   The  Revolving Note.  The Advances  made  by
each Bank and the Swingloans made by Chase and shall be evidenced
by  a note of the Borrower to each Bank with blanks appropriately
completed in the form of Exhibit C annexed hereto and made a part
hereof ("Revolving Note").

          Each Note may be inscribed by the Bank as holder of the
Note on the reverse side thereof or any continuation thereof with
the  outstanding principal balance of the Advance by  such  Bank,
and, in the case of Chase, with the outstanding principal balance
of the Swingloan, and any such inscription shall constitute prima
facie  evidence of the accuracy of the information  so  recorded;
provided,  however,  the failure of any Bank  to  make  any  such
inscription shall not affect the Company's obligations under  the
Note of such Bank or this Agreement.
          2.2  Letters of Credit.

               (a)   Letters of Credit.  Subject to the terms and
conditions of this Agreement and relying upon the representations
and   warranties  set  forth  in  this  Agreement,  Chase,   upon
application of the Borrower, shall from time to time  during  the
period  commencing  on  the  date  the  conditions  specified  in
Section  3.1  are  satisfied through the date which  is  two  (2)
Business  Days preceding the Termination Date, issue  Letters  of
Credit  on  behalf of the Banks for the account of the  Borrower,
the  Company  or  any  Subsidiary in a  face  amount  which  when
combined  with  the  aggregate face amount of Letters  of  Credit
outstanding does not exceed $5,000,000.00 at any time and each of
which  shall have an expiration date which may extend beyond  the
Termination Date but shall not exceed one year from the  date  of
issuance;  provided, however, at the request of the  Borrower  or
the Company, as applicable, Chase, prior to the Termination Date,
may  extend  the  maturity  date of  any  Letter  of  Credit  for
additional  periods  not exceeding one year  each;  and  provided
further,  Chase  will not issue any Letter of  Credit  if,  after
giving  effect  thereto, (i) the aggregate outstanding  principal
amount  of all Advances and the aggregate face amount of  Letters
of  Credit outstanding would exceed the Maximum Revolving  Credit
Commitment  as such amount may be reduced by an amount designated
by  the  Borrower pursuant to Section 2.11 hereof,  or  (ii)  the
Percentage  of any Bank of its Commitment would be exceeded  upon
its purchase of an undivided interest in such Letter of Credit as
provided in Section 2.2(d) hereof.  Each Bank's Commitment  shall
be  used by its Percentage of the outstanding face amount of each
Letter of Credit upon the issuance thereof.

                    Each  Letter of Credit shall (i) provide  for
the  payment of drafts in United States dollars, be presented for
honor  thereunder by the beneficiary in accordance with the terms
thereof,  at  sight  when accompanied by the documents  described
therein, and (ii) otherwise be in form and substance satisfactory
to  Chase  as  the  issuer of the Letter  of  Credit.   Upon  the
issuance  of  any  Letter  of Credit,  Chase  shall  deliver  the
original  of such Letter of Credit to the beneficiary thereof  at
the  direction  of  the  Borrower and advise  each  Bank  of  the
issuance.

               (b)   Application by the Borrower for Issuance  of
the  Letters  of  Credit.  The Borrower shall  request  Chase  in
writing to issue a Letter of Credit by delivering to Chase on  or
before the date hereof, in the case of a Letter of Credit  to  be
issued  on  the date hereof, or two Business Days  prior  to  the
proposed  date of issuance, in the case of all other  Letters  of
Credit to be issued hereunder, a Letter of Credit application, in
form  and  content satisfactory to Chase, specifying the  account
party  and completed to the satisfaction of Chase and such  other
certificates, documents and other papers and information as Chase
may  reasonably request.  Prior to the issuance of  a  Letter  of
Credit,  Chase  shall  advise each Bank  of  the  receipt  of  an
application.

               (c)   Letter of Credit Fees.  The Borrower  agrees
to  pay  the Administrative Agent for the accounts of  the  Banks
upon  the  application by the Borrower for and  the  issuance  by
Chase of any Letter of Credit, a fee, which fee shall be equal to
the  LIBOR  Increment during the period the applicable Letter  of
Credit is outstanding.

               (d)   Participation in Letters of Credit.    Chase
hereby  sells  to each Bank, and each Bank hereby purchases  from
Chase,  without  recourse to Chase (except as to payments  to  be
made   by   the   Administrative  Agent  to   such   Bank   under
Section  2.2(c)), an undivided interest in each Letter of  Credit
and   in   each   letter  of  credit  fee  payable  pursuant   to
Section  2.2(c),  in  each case equal to such  Bank's  Percentage
thereof.

                    Upon  any  drawing under a Letter  of  Credit
drawn in strict compliance with the requirements of the Letter of
Credit  as  determined by Chase in its sole discretion,  for  the
payment  of  which  the  Borrower has not  otherwise  made  funds
available,  the  Administrative Agent shall notify  each  of  the
Banks of the date of payment of the drawing and the dollar amount
of  each  Bank's  Percentage interest therein.  Such  payment  by
Chase under any Letter of Credit shall constitute Advances by the
Banks  subject  to  the terms and conditions  of  this  Agreement
pertaining  thereto other than Section 3.2, and each  Bank  shall
make   its   Percentage  of  such  drawing   available   to   the
Administrative Agent in accordance with Section 2.1(b) hereof.

                    The  obligation  of each Bank  to  remit  the
amount of its Advance to the Administrative Agent pursuant  to  a
drawing  under  a  Letter  of  Credit  in  accordance  with  this
Section shall be unconditional and irrevocable under any and  all
circumstances (unless the payment of such drawing was the  result
of  Chase's gross negligence or willful misconduct or such Letter
of  Credit was issued in violation of Section 2.2(a) hereof)  and
may  not  be  terminated,  suspended or delayed  for  any  reason
notwithstanding any other provision of this Agreement,  including
the occurrence and continuance of a Default or Event of Default.

               (e)  Obligation to Reimburse.  Chase will promptly
notify by telephone the Borrower of any draft drawn pursuant to a
Letter of Credit and presented for payment and of the date  Chase
intends to pay such draft; if that is the case.  With respect  to
any  draft  paid  pursuant to a Letter of  Credit,  the  Borrower
hereby  agrees to pay to the Administrative Agent the  amount  of
such  payment  on  the  date of payment by  depositing  with  the
Administrative  Agent  prior  to  12:00  noon   (New  York  time)
immediately  available funds in the amount of  such  draft.   The
failure to so deposit shall be deemed a request for an Advance in
an aggregate amount equal to the amount paid.

               (f)   Unconditional  Obligations.   In  order   to
induce  Chase  to issue the Letters of Credit and  the  Banks  to
participate therein, the Borrower agrees that neither  Chase  nor
any  Bank  shall be responsible or liable for, and the Borrower's
unconditional  obligation to reimburse the  Administrative  Agent
for  the  accounts of the Banks for amounts paid  on  account  of
drawings honored under Letters of Credit shall not be affected by
(i)  the validity, sufficiency or genuineness of any document  or
instrument  presented to Chase in connection  with  a  Letter  of
Credit, even if such document or instrument should in fact  prove
to be in any or all respects invalid, insufficient, fraudulent or
forged,  or  (ii)  any action taken or omitted by  Chase  without
gross  negligence or willful misconduct in connection with making
or not making payment under the Letter of Credit.

          2.3  [Intentionally Omitted]

          2.4  Interest.

               (a)  The Credit.  The Advances under the Revolving
Credit  shall bear interest on the unpaid principal  amount  from
time  to  time unpaid until maturity (whether by acceleration  or
otherwise) at a per annum rate of interest equal to the Base Rate
("Base Rate Loan").  The rate of interest on the Base Rate  Loans
evidenced by the Revolving Note shall change simultaneously  with
each change in the Prime Rate and shall change each Business  Day
with any change in the Federal Funds Rate.

               Subject  to  Sections  2.7  and  2.8  hereof,  the
Borrower may elect to convert any portion of a Base Rate Loan  to
a LIBOR Loan or to continue any LIBOR Loan as a new LIBOR Loan by
giving  irrevocable notice of such election to the Administrative
Agent  by 12:00 noon  (New York time) at least three (3) Business
Days  prior to the requested Conversion Date and, in the case  of
the   continuation  of  any  LIBOR  Loan,  such   conversion   or
continuation  shall take place on the last day of the  applicable
LIBOR  Period with respect to the LIBOR Loan being so  continued.
The  Administrative Agent shall promptly give each of  the  Banks
notice  of the Borrower's election.  Each such request to convert
or   continue  shall  include  the  Rate  Option,  the  requested
Conversion Date (which shall be a Business Day), the LIBOR Period
selected with respect to any LIBOR Loan, and the amount converted
or  continued (which shall be in a principal amount of  not  less
than  $500,000.00 and an integral multiple of $100,000.00 in  the
case  of  conversion to or continuation as a LIBOR Loan.   If  no
Default  nor  Event of Default has occurred and is continuing  at
such  time, such conversion or continuation shall be made on  the
requested  Conversion Date, subject to the foregoing  limitations
in connection with the conversion or continuation of LIBOR Loans.

               The  Administrative  Agent  shall  not  incur  any
liability  to  the  Borrower  in acting  upon  telephonic  notice
referred to above which the Administrative Agent believes to have
been   given  by  a  duly  authorized  officer  or  other  person
authorized  to  and on behalf of the Borrower  or  for  otherwise
acting under this Section 2.4(a).

               (b)   LIBOR Increment.  The LIBOR Increment, which
is  the  percentage  utilized  in  determining  LIBOR,  shall  be
determined in accordance with the Credit Pricing Agreement.

               (c)   Computation of Interest.  Interest shall  be
computed on the basis of a 360-day year for the actual number  of
days  elapsed,  which  will result in a higher  effective  annual
rate.   Interest shall be payable on the first day of each March,
June, September and December commencing December 1, 2000 and,  in
the  case of a LIBOR Loan, interest shall also be payable on  the
last day of each applicable LIBOR Period, if earlier, and on  any
Conversion Date.

               (d)   Default  Rate.  After maturity,  whether  by
acceleration or otherwise, Borrower shall pay interest at  a  per
annum rate equal to two percent (2%) plus the Prime Rate.  In  no
event  shall  the  rate  of  interest  exceed  the  maximum  rate
permitted by applicable law.  If Borrower pays interest in excess
of  the amount permitted by applicable law, such excess shall  be
applied  in reduction of the principal of Advances made  pursuant
to this Agreement.
               (e)  Late Charge. Upon failure to make any payment
of interest or principal hereunder when due, Borrower promises to
pay a late charge computed as follows:

                    (1)  Late charges may be assessed each day on
the  amount  overdue based upon the Prime Rate from day  to  day.
The  formulas  for the daily late charge assessment  will  be  as
follows:

                         (i)  For overdue interest:

               (Amount overdue) x 110% x (the Prime Rate + 2%)
                                   365


                         (ii) For overdue principal:

               (Amount overdue) x 10% x (the Prime Rate + 2%)
                                   365

                    (2)   If the sum of the late charges computed
as  in  (1)  is  less than Ten Dollars ($10.00), a  minimum  late
charge of Ten Dollars ($10.00) per late payment may be assessed.

               The  assessment and/or collection of late  charges
shall  in  no  way impair the right to pursue any other  remedies
hereunder.

          2.5  Prepayment.

               (a)  Base Rate Loans.  The Borrower shall have the
right to prepay at any time without premium all or any portion of
the  Advances  consisting  of  Base  Rate  Loans,  together  with
interest  on  the  principal  so prepaid  to  the  date  of  such
prepayment.  Any partial prepayment of principal shall be in  the
amount of $100,000.00 or an integral multiple thereof.

               (b)   LIBOR  Loans.  The Borrower shall  have  the
right  to  prepay  without premium all  or  any  portion  of  the
Advances consisting of LIBOR Loans on the expiration day  of  the
applicable  LIBOR Period.  If any LIBOR Loan is  prepaid  at  any
other time, the Borrower shall, upon not less than ten (10)  days
prior  written notice, pay to the Administrative Agent,  for  the
ratable benefit of the Banks, an amount equal to (i) the interest
which  would  have otherwise been payable on the  amount  prepaid
during the remaining term of the LIBOR Period, less (ii) interest
on  the amount prepaid for such term computed at an interest rate
equal  to the yield-to-maturity which could be obtained on United
States Treasury obligations, purchased in the market at the  time
of prepayment, having a remaining term and coupon rate comparable
to  the remaining term of the LIBOR Period, and comparable to the
applicable  interest  rate, as determined by  the  Administrative
Agent  in  good  faith,  and  certified  to  the  Borrower,  such
certificate to be conclusive, absent manifest error.  Any partial
prepayment of principal shall be in the amount of $100,000.00  or
an integral multiple thereof.

               (c)  Mandatory Prepayment From Subordinated Debt.
Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,  if  the  Borrower incurs any Subordinated  Debt,  the
Borrower  shall  immediately use the proceeds thereof  to  prepay
outstanding  Advances.   Such proceeds shall  be  used  first  to
prepay Base Rate Loans until all Base Rate Loans are paid in full
and  then  to  prepay  LIBOR Loans.  If any LIBOR  Loans  are  so
prepaid,  the Borrower shall pay to the Administrative Agent  the
additional amounts set forth in subsection (b) above.   Upon  any
prepayment required pursuant to this subsection (c), the Borrower
shall  have  the  option  to reduce the  Commitment  pursuant  to
Section 2.11 of this Agreement.

          2.6   Use  of  Proceeds  and Letters  of  Credit.   The
Borrower  covenants to the Banks that it will  use  the  proceeds
advanced  under this Agreement subsequent to the initial  Advance
for  general working capital, for loans to and investments in its
Subsidiaries and Affiliates to the extent permitted under Section
6.8  hereof  and  for the financing of Capital  Expenditures  and
Expansions,  mergers, consolidations, acquisitions  of  stock  or
assets of, or investments in a joint venture of partnership with,
any  third  Person permitted by Section 6.7 hereof  or  otherwise
consented  to  by the Administrative Agent with the agreement  of
the Majority Banks.

          2.7  Special   Provisions  Governing  LIBOR   Loans   -
               Increased Costs.

               (a)   In  the  event  that on any  LIBOR  Interest
Determination  Date,  any  Bank shall notify  the  Administrative
Agent that it shall have determined (which determination shall be
final, conclusive and binding) that:

                    (1)   by  reason of conditions in the  London
interbank market or of conditions affecting the position  of  any
Bank  in  such  market occurring after the date hereof,  adequate
fair means do not exist for establishing LIBOR, or

                    (2)   by reason of (i) any applicable law  or
governmental rule, regulation, guideline or order (or any written
interpretation thereof and including any new law or  governmental
rule,  regulation, guideline or order but excluding  any  of  the
foregoing  relating to taxes referred to in Section 2.9  of  this
Agreement) or (ii) other circumstances affecting any Bank or  the
London  interbank  market or the position of  any  Bank  in  such
market   (such   as,   but  not  limited  to,  official   reserve
requirements), LIBOR does not represent the effective pricing  to
any  Bank for U.S. dollar deposits of comparable amounts for  the
relevant   period   due  to  such  increased  costs   then,   the
Administrative Agent shall give a notice by telephone,  confirmed
in writing, to the Borrower of such determination.

               (b)   Thereafter, the Borrower shall  pay  to  the
Administrative   Agent  upon  written  request   therefor,   such
additional  amounts  as  the Administrative  Agent  in  its  sole
discretion,   shall  reasonably  determine  to  be  required   to
compensate  the Bank for such increased costs.  A certificate  as
to  such  additional  amounts submitted to the  Borrower  by  the
Administrative  Agent  shall, absent manifest  error,  be  final,
conclusive and binding upon all parties hereto.

               (c)  In lieu of paying such additional amounts  as
required  by  this  Section 2.7, the Borrower  may  exercise  the
following options:

                    (1)  If such determination relates only to  a
conversion  to a LIBOR Loan then being requested by the  Borrower
pursuant  to  the terms hereof, the Borrower may, on  such  LIBOR
Interest Determination Date by giving notice by telephone to  the
Administrative Agent, withdraw such request.

                    (2)   The  Borrower may, by giving notice  by
telephone  to the Administrative Agent require the Administrative
Agent  to convert the LIBOR Loan then being requested to  a  Base
Rate  Loan, or to convert its outstanding LIBOR Loan that  is  so
affected  into  a Base Rate Loan at the end of the  then  current
LIBOR Period.


          2.8  Required Termination and Repayment of LIBOR Loans.

               (a)   In  the  event  any Bank  shall  notify  the
Administrative Agent that it shall have reasonably determined, at
any  time  (which  determination shall be final,  conclusive  and
binding  but  shall  be  made only after  consultation  with  the
Borrower  and  the  Administrative Agent),  that  the  making  or
continuation of any or all of LIBOR Loans by such Bank:

                    (1)   has  become unlawful by  compliance  by
               such  Bank in good faith with any applicable  law,
               governmental rule, regulation, guideline or order,
               or

                    (2)  would cause such Bank severe hardship as
               a result of a contingency occurring after the date
               of  this  Agreement which materially and adversely
               affects  the London interbank market(such as,  but
               not   limited   to   disruptions  resulting   from
               political or economic events);

               then, and in either such event, the Administrative
Agent  shall  on such date (and in any event as soon as  possible
after  making such determination) give telephonic notice  to  the
Borrower,   confirmed   in   writing,  of   such   determination,
identifying which of the LIBOR Loans are so affected.

               (b)   The Borrower shall, upon the termination  of
the  then current LIBOR Period applicable to each LIBOR  Loan  so
affected  or, if earlier, when required by law, repay  each  such
affected LIBOR Loan, together with all interest accrued thereon.

               (c)   In lieu of the repayment required by Section
2.8(b), the Borrower may exercise the following options:

                    (1)  If the determination by the Bank relates
only  to  a  LIBOR  Loan  then being converted  by  the  Borrower
pursuant to the terms hereof, the Borrower may, on such  date  by
giving  notice by telephone to the Administrative Agent, withdraw
such request for conversion.
                    (2)   The  Borrower may, by giving notice  by
telephone  to  the  Administrative Agent, require  the  Banks  to
convert  the LIBOR Loan then being converted to a Base Rate  Loan
or  to convert any outstanding LIBOR Loan or LIBOR Loans that are
so  affected into a Base Rate Loan at the end of the then current
LIBOR  Period (or at such earlier time as repayment is  otherwise
required  to  be made pursuant to section 2.7(b)).   Such  notice
shall  pertain only to the LIBOR Loan or LIBOR Loans  outstanding
or to be outstanding during each such affected LIBOR Period.

          2.9   Taxes.   If  any  taxes (other  than  taxes  with
respect to the income of the Banks), or duties of any kind  shall
be payable, or ruled to be payable, by or to any taxing authority
of  or  in  the  United States, or any foreign  country,  or  any
political  subdivision of any thereof, in respect of any  of  the
transactions contemplated by this Agreement (including,  but  not
limited  to,  execution,  delivery performance,  enforcement,  or
payment  of  principal or interest of or under the Note  or  this
Agreement, or the making of a LIBOR Loan), by reason of  any  now
existing or hereafter enacted statute, rule, regulation or  other
determination (excluding any taxes imposed on or measured by  the
net income of the Banks), the Borrower will:

               (1)   pay  on  written request therefor  all  such
taxes or duties, including interest and penalty, if any,

               (2)   promptly  furnish  the Administrative  Agent
with evidence of any such payment, and

               (3)   indemnify and hold the Banks and any  holder
or  holders  of  the  Note harmless and indemnified  against  any
liability  or  liabilities with respect to or in connection  with
any such taxes or the payment thereof or resulting from any delay
or omission to pay such taxes.

          2.10  Unused Line Fee.  The Borrower shall pay  to  the
Administrative  Agent for the account of the Banks  a  per  annum
Unused  Line Fee (based on a 360 day year) on the average  unused
amount of the Commitments, which Unused Line fee shall be payable
quarterly,  in  arrears,  on  the last  day  of  each  September,
December,  March and June to and including the Termination  Date.
The  Unused  Line  Fee shall be computed in accordance  with  the
provisions of the Credit Pricing Agreement.

          2.11  Reduction.   The Borrower may,  at  any  time  by
written  notice to the Administrative Agent state its  desire  to
reduce  the Commitments of the Banks to any amount which  is  not
less  than  the  aggregate then outstanding principal  amount  of
Advances  and the undrawn face amount of Letters of Credit.   Any
such reduction shall be pro-rata in order that the Percentage  of
each  Bank's  Commitment is not changed.  Any reductions  of  the
Commitments  shall not be reinstated at any future date  and  any
partial reduction shall be in the amount of $5,000,000.00  or  an
integral  multiple  thereof.  Immediately upon  receipt  of  such
notice by the Administrative Agent, the obligation of each of the
Banks  to  make Advances and to participate in Letters of  Credit
hereunder shall be limited to its Commitment as reduced  pursuant
to such notice.

          2.12  Administrative Agent's Fee.  The Borrower  agrees
to  pay  the  Administrative Agent an agent's  fee  annually,  by
November  15 of each year, until all of the Indebtedness  created
pursuant to this Agreement has been paid in full.

          2.13 Payments.  All payments by the Borrower under this
Agreement  of interest, principal, fees and other expenses  shall
be  made in immediately available funds not later than 12:00 p.m.
on the due date at the Administrative Agent's Office, unless such
amount  is paid by the Administrative Agent's debiting a  deposit
account  of  the Borrower.  All such payments applicable  to  the
Swingloans shall be remitted by the Administrative Agent to Chase
on  the  same Business Day.  All such other payments, other  than
the   Administrative  Agent's  fee,  shall  be  remitted  by  the
Administrative  Agent to each of the Banks on the  same  Business
Day in accordance with its Percentage.

          2.14 Sharing of Payments.  If any Bank shall obtain any
payment  or  other  recovery or receive any  collateral  (whether
voluntary, involuntary, by application of setoff or otherwise) on
account  of  any  Advances or any participation in  a  Letter  of
Credit  in excess of its pro rata share of payments or collateral
then or therewith obtained by all Banks, such Bank shall purchase
from  the other Banks such participations in Advances or  Letters
of Credit, or shall provide such other Banks with the benefits of
any such collateral or the proceeds thereof as shall be necessary
to  cause  such  purchasing Bank to share the excess  payment  or
other  recovery ratably with each of them; provided, however,  if
all  or  any  portion  of  such excess  payment  or  benefits  is
thereafter  recovered  from such Bank,  such  purchase  shall  be
rescinded  and  the purchase price and benefits returned  to  the
extent of such recovery, without interest.

          The  Borrower  agrees that each of the other  Banks  so
purchasing  a  portion  of such Bank's interest  in  Advances  or
participations  in  Letters of Credit  may  exercise  all  rights
(including, but not limited to, rights of setoff) with respect to
such  portion  purchased as if such other Banks were  the  direct
holders thereof.  The Borrower agrees that each Bank shall have a
security  interest  in and the right to set off  as  against  any
outstanding  Advances and all other of the Borrower's liabilities
under this Agreement with respect to any deposit account or other
obligation of the Borrower or any Subsidiary.

          Each  of  the  Banks  agrees that  (a)  if  the  unpaid
principal balances of the Revolving Note are not paid in full  at
the  close  of business on the Termination Date, or  (b)  if  the
maturity  of the Revolving Note is accelerated and the Credit  is
terminated in accordance with Section 7.2 hereof (the earlier  of
such dates being referred to as the "Purchase Date"), the Bank or
Banks  receiving  payment  at  a rate  based  on  the  applicable
percentage(s) in excess of similar payments received by any other
Bank shall immediately give notice to the Administrative Agent of
such  payment  and  shall purchase for cash  within  thirty  (30)
Business  Days  from the Purchase Date, from any  Bank  receiving
payment at a lesser rate, an interest in the Revolving Credit  in
such  amounts  so  that each Bank shall own an  interest  in  the
aggregate  amount of the Revolving Credit then outstanding  equal
to  its  Percentage,  plus, if such amount is  not  paid  by  the
purchasing  Bank  within the specified period,  interest  thereon
shall accrue at the rate equal to the Federal Funds Rate for  the
period  commencing on the Purchase Date and ending on the  actual
date of payment thereof.

          2.15  Replacement Bank.  The Borrower may  replace  any
Bank  (a  "Replaced Bank") by designating another bank  which  is
reasonably  acceptable  to the Administrative  Agent  (such  Bank
being  herein called a "Replacement Bank").  Simultaneously  with
payment of all amounts owing to the Replaced Bank hereunder or in
connection  herewith,  the  Replaced Bank  shall  assign  to  the
Replacement  Bank  in accordance with Section  10.3  and  without
recourse to or warranty by, or expense to, such Replaced Bank all
of  the  rights  and obligations of such Replaced Bank  hereunder
(except  for  the rights as survive repayment of  the  Advances).
Upon  such  assignment, such Replaced Bank shall no longer  be  a
party to this Agreement or have any rights hereunder and shall be
relieved  from all obligations to the Borrower, the Company,  the
Administrative Agent or the Banks, and the Replacement Bank shall
succeed to the rights and obligations of such Replaced Bank.

       ARTICLE III.  Conditions to the Extension of Credit

          3.1   Conditions  to Extension of Credit.   The  Banks'
agreement  to  extend the Credit and Chase's agreement  to  issue
Letters of Credit or make Swingloans shall be effective only upon
fulfillment  of  the  following conditions at  the  date  of  the
execution of this Agreement:

               3.1.a.   Corporate Action.  The Borrower  and  the
Company  shall have taken all necessary and appropriate corporate
action  and  the  Boards of Directors of  the  Borrower  and  the
Company  shall have adopted resolutions authorizing  the  Credit,
the  execution and delivery of this Agreement, the Notes and  the
Guaranties   executed  by  the  Borrower  and  the  Company,   as
appropriate,  and  the  taking of  all  action  required  of  the
Borrower and the Company by this Agreement; and the Borrower  and
the  Company  shall  have furnished to the  Administrative  Agent
copies  certified  as  of  the date  of  the  execution  of  this
Agreement  of such corporate resolutions and such other corporate
documents as any Bank shall reasonably request.

               3.1.b.   Corporate  Documents.  There  shall  have
been  furnished  to the Administrative Agent (a) certificates  of
the  Company and each Subsidiary's good standing duly  issued  of
recent   date  by  an  official  of  the  jurisdiction   of   its
incorporation; (b) copies of the certificate of incorporation and
by-laws  of the Company and each Subsidiary, certified  by  their
Secretaries  as  of the date of the execution of this  Agreement;
and  (c)  certificates  of incumbency,  dated  the  date  of  the
execution  of  this  Agreement specifying  the  officers  of  the
Company   and  each  Subsidiary,  together  with  their  specimen
signatures.

               3.1.c.   Notes.  The Borrower shall have  executed
and   delivered   to  each  of  the  Banks  a   Revolving   Note,
appropriately completed, evidencing the Borrower's obligation  to
repay the Revolving Credit.

               3.1.d.   Guaranty.  The Borrower shall furnish  to
the  Administrative Agent, with an executed counterpart for  each
Bank, the written continuing guaranty ("Guaranty") of the Company
and  each Subsidiary set forth in Schedule 3.1.d attached  hereto
and  made a part hereof (individually, "Guarantor Subsidiary" and
collectively, "Guarantor Subsidiaries"), such Guaranty to  be  in
form  and content satisfactory to each of the Banks, guaranteeing
the  payment of any and all indebtedness and liabilities  of  the
Borrower  to  each of the Banks or Administrative Agent,  whether
now existing or hereafter incurred pursuant to this Agreement.

               3.1.e.   Security Agreements.  The Borrower  shall
furnish to the Administrative Agent, with an executed counterpart
for  each  Bank, a security agreement from the Borrower,  Company
and   each  other  Guarantor  Subsidiary  in  form  and   content
satisfactory  to the Banks granting to the Administrative  Agent,
for  the  benefit  of  itself  and all  of  the  Banks,  security
interests  (collectively,  the  ASecurity  Interests@)   in   all
Accounts,  Inventory, Equipment, Investment Property,  Documents,
Instruments,  General Intangibles, Chattel  Paper  and  Fixtures,
whether  now owned or existing or hereafter acquired or  arising,
wherever  located,  of the Company and each Guarantor  Subsidiary
and  any  and  all products and proceeds thereof,  as  continuing
collateral  security for the payment of any and all  indebtedness
and  liabilities, whether now owed or hereafter incurred, of  the
Borrower  to  any  of  the Banks and/or the Administrative  Agent
arising  under  this Agreement or any Collateral  Document.   The
Borrower shall have executed and delivered and shall have  caused
the  Company and each other Guarantor Subsidiary to have executed
and  delivered to the Administrative Agent, appropriate financing
statements  to  perfect  the Security Interests,  which  Security
Interests  shall at the time of the execution of this  Agreement,
be  superior  to all other liens and security interests  in  such
property except Permitted Encumbrances.

               3.1.f.   Uniform  Commercial Code  Searches.   The
Administrative  Agent  shall be in receipt  of  searches  of  the
appropriate  filing  records  in  each  office  where   financing
statements must be filed pursuant to Section 3.1(e) in  order  to
confirm  the  priority  of  the  Security  Interests,  except  as
otherwise determined by all of the Banks.

               3.1.g.    Subsidiary   Action.    Each   Guarantor
Subsidiary  other  than the Borrower (a)  shall  have  taken  all
necessary  and  appropriate corporate action and  the  Boards  of
Directors  of  each  Guarantor  Subsidiary  shall  have   adopted
resolutions  authorizing  the  execution  and  delivery  of   the
Guaranties executed by it and the taking of all action called for
thereby, and (b) shall have furnished to the Administrative Agent
copies,  certified  as  of  the date of  the  execution  of  this
Agreement,  of  such  corporate action and such  other  corporate
documents as any of the Banks shall reasonably request.

               3.1.h.   Opinion.   Independent  Counsel  for  the
Company  and  its  Subsidiaries, Lippes, Silverstein,  Mathias  &
Wexler,  LLP,  shall have furnished to the Administrative  Agent,
with  a signed copy for each Bank, its favorable opinion, in form
and content satisfactory to each of the Banks and their counsels,
dated  the  date of the execution of this Agreement,  as  to  the
matters  referred to in Sections 4.1, 4.2, 4.4, 4.5  and  4.6  of
this Agreement.

               3.1.i.   Certificates.   The  Company  shall  have
caused  to  be delivered to the Administrative Agent a Compliance
Certificate  appropriately completed and insurance  certificates,
binders or policies evidencing compliance with Section 5.6.

               3.1.j.  Other Matters.  All matters incidental  to
the  execution and delivery of this Agreement, the Notes and  the
Guaranties, and all action required on the part of the  Borrower,
the  Company  and  each Subsidiary by this  Agreement,  shall  be
satisfactory to each of the Banks and their respective counsels.

          3.2   Conditions  to Subsequent Extensions  of  Credit.
Subsequent  to the satisfaction of the conditions  set  forth  in
Section  3.1,  each request to the Administrative  Agent  for  an
Advance  or  to  Chase for a Letter of Credit or Swingloan  shall
constitute  confirmation by the Borrower and the Company  of  all
the matters set forth in the form of the Compliance Certificate -
General in the form of Exhibit B as of the date of the Advance or
the Letter of Credit or the Swingloan in the same manner as if  a
written  Compliance  Certificate  had  been  delivered,  and  the
statements  made shall be true on the date of such  extension  of
credit.  The Banks shall not be obligated to make any Advance nor
shall Chase be obligated to issue any Letter of Credit  nor  make
any  Swingloan  if  such certification is  not  made  or  if  the
Administrative Agent has received written notice  from  any  Bank
that it believes that a Default exists.

           ARTICLE IV.   Representations and Warranties

          Each  of  the  Borrower  and  the  Company  makes   the
following  representations and warranties, which shall be  deemed
to  be  continuing representations and warranties so long as  any
indebtedness  of the Borrower to any of the Banks, Chase  or  the
Administrative  Agent,  including  indebtedness  for   fees   and
expenses, shall remain unpaid, any Letter of Credit shall  remain
outstanding or the Commitments shall remain in effect:

          4.1    Good  Standing  and  Authority.   Each  of   the
Borrower,  the  Company  and  each  of  the  Subsidiaries  is   a
corporation,  duly  organized,  validly  existing,  and  in  good
standing  under  the laws of the state of its incorporation;  has
powers  and  authority to transact the business in  which  it  is
engaged;  is  duly licensed or qualified and in good standing  in
each  jurisdiction in which the conduct of such business requires
such  licensing  or such qualification, which singly  or  in  the
aggregate  is  material to the operations of  the  Company  on  a
Consolidated basis; and has all necessary power and authority  to
enter, as appropriate, this Agreement and to execute, deliver and
perform  this Agreement, the Notes, the Collateral Documents  and
any  other  document executed in connection with this  Agreement,
all  of  which  have  been  duly authorized  by  all  proper  and
necessary corporate and shareholder action.

          4.2  Valid and Binding Obligation.  This Agreement, the
Notes,  the Collateral Documents and any other document  executed
in  connection herewith have been duly executed and delivered  by
the  Borrower,  the  Company  and each  of  the  other  Guarantor
Subsidiaries  and  constitutes  the  legal,  valid  and   binding
obligations of the Borrower, the Company and each other Guarantor
Subsidiary, as the case may be, enforceable against the Borrower,
the  Company or such other Guarantor Subsidiary, as the case  may
be, in accordance with their respective terms.

          4.3  Good Title.  Each of the Borrower, the Company and
each  of the other Guarantor Subsidiaries has good and marketable
title or a valid leasehold interest to all of its assets, none of
which is subject to any Lien except Permitted Encumbrances.

          4.4  No Pending Litigation.  There are not any actions,
suits,  proceedings (whether or not purportedly on behalf of  the
Borrower,  the  Company  or  any  Subsidiary)  or  investigations
pending  or,  to  the knowledge of the Borrower or  the  Company,
threatened against the Borrower, the Company or any Subsidiary or
any basis therefor, which, if adversely determined, would, in any
case  or  in  the  aggregate,  materially  adversely  affect  the
property, assets, financial condition or business of the  Company
on a Consolidated basis or materially impair the right or ability
of  the  Borrower, the Company or any Subsidiary to carry on  its
operations  substantially as now conducted or anticipated  to  be
conducted in the future, or which question the validity  of  this
Agreement, the Notes, the Collateral Documents or other documents
required  by this Agreement, or any action taken or to  be  taken
pursuant to any of the foregoing.

          4.5   No  Consent  or  Filing.   No  consent,  license,
approval  or  authorization of, or registration,  declaration  or
filing  with, any court, governmental body or authority or  other
Person  is  required on the part of the Borrower, the Company  or
any  Subsidiary in connection with the valid execution,  delivery
or  performance  of  this Agreement, the  Notes,  the  Collateral
Documents  or  other documents required by this Agreement  or  in
connection with any of the transactions contemplated thereby.

          4.6   No Violations.  Neither the Borrower, the Company
nor any Subsidiary is in violation of any term of its certificate
of  incorporation  or  by-laws, or  of  any  mortgage,  borrowing
agreement   or  other  instrument  or  agreement  pertaining   to
Indebtedness  for  borrowed  money  which  might  reasonably   be
expected to result in a material and adverse effect, singly or in
the  aggregate to the Company on a Consolidated basis,  upon  its
business  or assets.  Neither the Borrower, the Company  nor  any
Subsidiary  is  in violation of any term of any other  indenture,
instrument,  or agreement to which it is a party or by  which  it
may be bound, resulting, or which might reasonably be expected to
result,  in  a  material and adverse effect,  singly  or  in  the
aggregate  to  the  Company  on a Consolidated  basis,  upon  its
business  or assets.  Neither the Borrower, the Company  nor  any
Subsidiary  is in violation of any order, writ, judgment,  injunc
tion  or decree of any court of competent jurisdiction or of  any
statute,   rule  or  regulation  of  any  competent  governmental
authority  which  might reasonably be expected  to  result  in  a
material  and  adverse effect upon its business or  assets.   The
execution  and  delivery  of  this  Agreement,  the  Notes,   the
Collateral  Documents  and  other  documents  required  by   this
Agreement and the performance of all of the same is and  will  be
in  compliance  with the foregoing and will  not  result  in  any
violation  or  result  in  the creation  of  any  Lien  upon  any
properties  or assets.  There exists no fact or circumstance  not
disclosed  in  this  Agreement, in  the  documents  furnished  in
connection herewith or the Company's filings under the Securities
Exchange  Act of 1934, which materially adversely affects  or  in
the  future  (so  far  as the Borrower or  the  Company  can  now
foresee)  may materially adversely affect the condition, business
or  operations  of  the Company on a Consolidated  basis,  except
those  facts and circumstances which generally affect all Persons
engaged in the Borrower's or the Company's lines of business.

          4.7    Financial  Statements.   The  Company  has  made
available  to  each  Bank  audited financial  statements  of  the
Company  on a Consolidated basis showing its financial  condition
as  of  December 31, 1999 and its cash flows for the fiscal  year
then  ended.   All  financial statements have  been  prepared  in
accordance   with  GAAP  consistently  applied   throughout   the
intervals  involved.  Since the date of the last  such  financial
statements to the date of execution hereof, there have  not  been
any  material adverse changes in the financial condition  of  the
Company  from that disclosed in such financial statements.   None
of  the  property  or  assets shown in the  financial  statements
delivered to the Banks has been materially adversely affected  as
the  result  of  any fire, explosion, accident,  flood,  drought,
storm,   earthquake,  condemnation,  requisition,  statutory   or
regulatory  change, act of God, or act of public enemy  or  other
casualty, whether or not insured.

          4.8   Tax  Returns.  The Borrower and the Company  have
duly filed all federal and other tax returns required to be filed
for  themselves and all Subsidiaries and have duly paid all taxes
required by such returns.

          4.9   Federal  Regulations.  Neither the Borrower,  the
Company  nor any Guarantor Subsidiary is engaged principally,  or
as  one of its important activities, in the business of extending
or  arranging  for  the extension of credit for  the  purpose  of
purchasing   or   carrying  "margin   stock"   (as   defined   in
Regulations  G  and  U issued by the Board of  Governors  of  the
Federal  Reserve  System).  Likewise, neither the  Borrower,  the
Company nor any Guarantor Subsidiary owns nor intends to carry or
purchase any such "margin stock", and the Borrower will  not  use
the  proceeds  of any Advance to purchase or carry (or  refinance
any  borrowing  the proceeds of which were used  to  purchase  or
carry)  any  such  "margin  stock".  Neither  the  Borrower,  the
Company  nor any Guarantor Subsidiary is an "investment  company"
within  the  meaning of the Investment Company Act  of  1940,  as
amended, or a "holding company," or a "subsidiary company"  of  a
"holding  company"  or of a "subsidiary company"  of  a  "holding
company,"  within  the  meaning of  the  Public  Utility  Holding
Company Act of 1935, as amended.

          4.10  ERISA  Matters.  No Plan has been  terminated  or
partially  terminated or is insolvent or in  reorganization,  nor
have  any  proceedings been instituted to terminate or reorganize
any  Plan;  neither the Borrower, the Company nor any  Subsidiary
has  withdrawn from any Plan in a complete or partial withdrawal,
nor has a condition occurred which if continued would result in a
complete or partial withdrawal; neither the Borrower, the Company
nor   any  Subsidiary  has  incurred  any  withdrawal  liability,
including  contingent withdrawal liability, to any Plan  pursuant
to  Title IV of ERISA; neither the Borrower, the Company nor  any
Subsidiary  has  incurred any liability to  the  Pension  Benefit
Guaranty  Corporation other than for required insurance  premiums
which  have been paid when due; no Reportable Event has  occurred
and is continuing; and no Plan or other "employee pension benefit
plan"  as defined in Section 3(2) of ERISA to which the Borrower,
the  Company  or  any Subsidiary is a party has  an  "accumulated
funding  deficiency"  (whether  or  not  waived)  as  defined  in
Section  302 of ERISA or in Section 412 of the Code.   Each  Plan
and each other "employee benefit plan" as defined in Section 3(3)
of  ERISA to which the Borrower, the Company or any Subsidiary is
a  party  is  in substantial compliance with ERISA, and  no  such
plan, nor any administrator, trustee or fiduciary thereof, to the
best knowledge of the Borrower and the Company, has engaged in  a
prohibited  transaction described in Section 406 of ERISA  or  in
Section 4975 of the Code.

          4.11  Subsidiaries.  The Borrower and the Company  have
no  Subsidiaries  except  as listed  in  Schedule  4.11  of  this
Agreement.

          4.12  Compliance.  The present conduct of the  business
and  operations  of the Borrower, the Company and each  Guarantor
Subsidiary and the present ownership and use of each asset of the
Borrower,  the  Company and each Subsidiary are in compliance  in
all  material  respects with each applicable statute,  regulation
and  other  law (including, but not limited to, the Environmental
Protection  Act,  the  Occupational Health and  Safety  Act,  the
Comprehensive Environmental Response, Compensation and  Liability
Act and the Resource Conservation and Recovery Act), except where
non-compliance  would  not result in a material  adverse  effect,
singly  or  in  the  aggregate to the Company on  a  Consolidated
basis,   upon   its  business  or  assets.   Each  authorization,
approval,  permit,  consent, franchise  and  license  from,  each
registration and filing with, each declaration, report and notice
to,  and  each other act by or relating to, any Person  necessary
for  the  present  or  anticipated conduct  of  the  business  or
operations of, or for the present or anticipated ownership or use
of  any asset, material singly or in the aggregate to the Company
on  a  Consolidated basis has been duly obtained, made, given  or
done, and is in full force and effect.

          4.13 Fiscal Year.  The fiscal year of the Borrower  and
the Company is the year ending December 31.

          4.14  Default.   There does not exist  any  Default  or
Event of Default.

          4.15  Indebtedness for Borrowed Money.   The  Borrower,
the  Company  and  each  of the Guarantor  Subsidiaries  have  no
Indebtedness arising from the borrowing of any money, except  for
Indebtedness  committed  or  outstanding  on  the  date  of  this
Agreement  pursuant to any lease, loan or credit  facility  fully
and accurately described in Schedule 4.15 to this Agreement.

          4.16  Securities.   Each outstanding  share  of  stock,
debenture,  bond,  note and other security of the  Borrower,  the
Company  and  each  Subsidiary has been validly  issued  in  full
compliance with each statute, regulation and other law, and, if a
share of stock, is fully paid and nonassessable.

          4.17  Inventory Locations.  All of the Borrower=s,  the
Company=s  and each of the Subsidiaries= Inventory is located  at
the locations set forth in Schedule 4.17 attached hereto and made
a part hereof.

          4.18 Environmental Matters.

               (a)   No above ground or underground storage tanks
containing  Hazardous  Substances are  located  on  any  property
owned,  leased  or  operated by the Company  or  any  Subsidiary,
except  for  storage tanks containing diesel  fuel,  gasoline  or
waste  oil,  which  tanks are in compliance with  all  applicable
Environmental Laws.  No above ground or underground storage tanks
containing  Hazardous Substances have been located  on  any  such
property  except for tanks which were removed in compliance  with
applicable Environmental Laws.

               (b)   No property owned, leased or operated by the
Company  or  any Subsidiary is or has been used for the  storage,
treatment,  generation,  transportation,  processing,   handling,
production  or  disposal  of  any Hazardous  Substance  or  as  a
landfill   or   other  waste  disposal  site  or  for   military,
manufacturing  or  industrial purposes  or  for  the  storage  of
petroleum or petroleum based products, in violation of  any  law,
except as disclosed on Schedule 4.18.

               (c)   To the knowledge of the Borrower and/or  the
Company, no Release of a Hazardous Substance, which would  be  in
violation of any law is occurring or is threatened on,  at,  from
or  near any property owned, leased or operated by the Company or
any  Subsidiary,  which through soil, subsoil,  bedrock,  surface
water  or groundwater migration is located on the property owned,
leased  or  operated by the Company or any Subsidiary, except  as
disclosed on Schedule 4.18.

               (d)   Neither  the Company nor any  Subsidiary  is
subject  to  any  existing, pending or, to the knowledge  of  the
Company  or Borrower, threatened suit, claim, notice of violation
or  request for information under any of the Environmental  Laws,
except as disclosed on Schedule 4.18.

               (e)   The  Company  and  each  Subsidiary  are  in
compliance  with  all Environmental Laws to the effect  that  any
violation  would  not  have a material adverse  effect  upon  the
business or operations of the Company on a Consolidated basis.

               (f)   All Environmental Permits have been obtained
or applied for and are in full force and effect.

               (g)   There  are  no agreements,  consent  orders,
decrees, judgments, license or permit conditions or other  orders
or  directives of any federal, state or local court, governmental
agency  or  authority  relating to the past,  present  or  future
ownership,  use, operation, sale, transfer or conveyance  of  any
property  owned,  leased  or  operated  by  the  Company  or  any
Subsidiary  which require any change in condition  or  any  work,
repairs,  construction,  containment,  clean  up,  investigation,
study, removal or other remedial action or capital expenditures.

               ARTICLE V.    Affirmative Covenants

          During  the  term  of  this  Agreement,  and  so   long
thereafter  as  any indebtedness of the Borrower to  any  of  the
Banks,   Chase   or  the  Administrative  Agent,  including   any
indebtedness  for  fees and expenses, shall  remain  unpaid,  any
Letter  of  Credit  shall remain outstanding or  the  Commitments
shall  remain  in  effect, the Borrower and the  Company,  unless
written consent of the Administrative Agent is obtained, will:

          5.1  Payments.  Cause the Borrower to punctually pay or
cause   to  be  paid  the  principal  of  and  interest  on   all
Indebtedness  and  all  fees incurred  by  it  pursuant  to  this
Agreement in the manner set forth in this Agreement.

          5.2   Future Financial Statements.  Furnish to each  of
the  Banks (a) within ninety (90) days after and as at the  close
of   each   fiscal  year,  a  Consolidated  balance   sheet   and
Consolidated statements of operations and earnings and changes in
financial   position   of  the  Company  and   all   Subsidiaries
(including, without limitation, the Borrower), each examined  and
reported upon by an independent certified public accounting  firm
reasonably  satisfactory to the Banks, and prepared in accordance
with  GAAP,  which report shall not contain any qualification  or
disclaimer  of opinion by reason of audit limitations imposed  by
Borrower or Company, together with Compliance Certificates in the
forms  of  Exhibits A and B certified by an appropriate financial
officer  of  the  Borrower and the Company; (b)  promptly,  after
preparation,  copies  of  all  such proxy  statements,  financial
statements   and  reports  which  the  Company   sends   to   its
stockholders,  and  copies of all regular, periodic  and  special
reports,  as  well  as  all registration  statements,  which  the
Company  files  with  the  Securities  and  Exchange  Commission,
including, but not limited to, Forms 10-K and 10-Q; (c)  promptly
after  the  filing  thereof  with the  Pension  Benefit  Guaranty
Corporation, a copy of each annual report filed with  respect  to
each  Plan; (d) within forty-five (45) days after and as  at  the
close of each of its fiscal quarters of each year, a Consolidated
and  consolidating  balance sheet and  related  Consolidated  and
consolidating statement of operations and earnings and changes in
financial   position   of  the  Company  and   all   Subsidiaries
(including,  without limitation, the Borrower) for  the  previous
fiscal  quarter and from the beginning of the fiscal year to  the
end  of  such  fiscal  quarter,  except  consolidating  financial
statements shall only be required as of and for the period ending
at  the close of a fiscal year, together with comparisons to  the
previous   year,  if  appropriate,  and  to  budget  projections,
prepared  by the Company internally in accordance with GAAP,  and
certified  by  an appropriate financial officer of  Borrower  and
Company,  together  with  a Compliance  Certificate  -  Financial
Covenants  in the form of Exhibit A; (e) any and all  information
regarding  Borrower's  and the Company's business,  condition  or
operations,  financial or otherwise, which is  furnished  to  any
other  creditor,  upon the request of the  Banks;  and  (f)  such
additional information, books, records, reports or statements  as
the  Administrative Agent or any of the Banks may  from  time  to
time  reasonably  request regarding the  financial  and  business
affairs  of  the  Borrower, the Company and each Subsidiary,  all
prepared in form and detail satisfactory to the Banks.

          5.3   Books  and Records.  Maintain true  and  complete
records   and   books  in  accordance  with  generally   accepted
accounting  principles  consistently applied  including,  without
limiting  the  generality of the foregoing, appropriate  reserves
for possible losses and liabilities and notify each Bank promptly
in  writing of any proposed change in the location at which  such
books and records are maintained.

          5.4   Corporate  Standing.  Maintain,  and  cause  each
Subsidiary to maintain, its corporate existence in good  standing
except  any  Subsidiary may merge into or  consolidate  with  the
Company  or  any  other Subsidiary so long as the  Administrative
Agent   is  thereafter  promptly  notified  of  such  merger   or
consolidation,  and  such Subsidiary has executed  and  delivered
Collateral Documents in favor of the Administrative Agent for the
benefit of the Banks (to the extent required by Section 3.1.d and
Section 3.1.e), and remains or becomes duly licensed or qualified
and in good standing in each jurisdiction in which the conduct of
its business requires such qualification or licensing.

          5.5   Discharge of Obligations.  Cause to be  paid  and
discharged  all  obligations  when  due  and  all  lawful  taxes,
assessments and governmental charges or levies imposed  upon  the
Borrower,  the  Company or any Subsidiary, or upon any  property,
real,  personal or mixed, belonging to the Borrower, the  Company
or  any  Subsidiary, or upon any part thereof,  before  the  same
shall  become in default, as well as all lawful claims for labor,
materials and supplies which, if unpaid, might become a  lien  or
charge upon the property or any part of it.  Notwithstanding  the
previous  sentence,  neither the Borrower, the  Company  nor  any
Subsidiary  shall be required to cause to be paid and  discharged
any obligation, tax, assessment, charge, levy or claim so long as
its validity is contested in the normal course of business and in
good  faith  by  appropriate  and  timely  proceedings  and   the
Borrower, the Company or any Subsidiary, as the case may be, sets
aside  on  its books adequate reserves with respect to each  tax,
assessment,  charge, levy or claim so contested,  nor  shall  the
Borrower,  the Company nor any Subsidiary be required to  pay  or
discharge  any trade liability which is not past its  stated  due
date by more than thirty (30) days.

                 5.6    Insurance.   (a)  Keep,  and  cause  each
          Subsidiary to keep, all its property so
insurable   insured  at  all  times  with  responsible  insurance
carriers  satisfactory to each of the Banks against  fire,  theft
and other risks in coverage, form and amount satisfactory to each
of  the  Banks;  (b)  keep, and cause each  Subsidiary  to  keep,
adequately  insured  at  all  times in  reasonable  amounts  with
responsible  insurance carriers against liability on  account  of
damage  to persons or property and under all applicable  worker's
compensation  laws;  (c) promptly deliver to  the  Administrative
Agent  certificates  of  insurance  or  any  of  those  insurance
policies required to be carried pursuant hereto, with appropriate
endorsements designating the Administrative Agent for the benefit
of  the Banks as their interests may appear as a named insured or
lenders loss payee as requested by the Administrative Agent;  and
(d) cause each such insurance policy to contain a thirty (30) day
notice  of  cancellation or material change in coverage provision
satisfactory to the Administrative Agent.

          5.7  Examinations.  Permit the Banks or their agents at
all  reasonable times to visit and inspect any and all properties
of  Borrower, Company or any Guarantor Subsidiary and to  examine
and  make extracts from or copies of any of Borrower's, Company's
or   its   Guarantor   Subsidiary's  books,   ledgers,   reports,
correspondence  and  other records, and  discuss  their  affairs,
finances and accounts with officers of Borrower, Company and each
Guarantor Subsidiary.

          5.8  Litigation.  Promptly notify each of the Banks  in
writing as soon as the Borrower or Company has knowledge thereof,
of  the  institution or filing of any litigation,  action,  suit,
claim,  counterclaim,  or administrative proceeding  against,  or
investigation of, the Borrower, the Company or any Subsidiary  to
which  the Borrower, the Company or any Subsidiary is a party  by
or  before  any  regulatory body or governmental agency  (a)  the
outcome  of which involves more than $2,000,000.00 singularly  or
cumulatively,  except  for litigation  in  which  the  contingent
liability  is fully covered by insurance, or (b) which  questions
the  validity of this Agreement, the Notes, any of the Collateral
Documents or any action taken or to be taken pursuant to  any  of
the  foregoing; and furnish or cause to be furnished to any  Bank
such information regarding the same as such Bank may request.

               5.9  Judgments.  Promptly notify each of the Banks
          in writing as soon as the
Company or Borrower has knowledge thereof, of any judgment, order
or award of any court, agency or other governmental agency or any
arbitrator, (a) the outcome of which may materially and adversely
affect the finances or operations of the Borrower, the Company or
any  Subsidiary or the Company's or Borrower's ability to fulfill
its   obligations   hereunder  or  which   involves   more   than
$1,000,000.00   unless  adequately  covered  by   insurance,   or
(b)  renders  invalid  this Agreement, the   Notes,  any  of  the
Collateral Documents or any action taken or to be taken  pursuant
to  any of the foregoing, and furnish or cause to be furnished to
any  Bank  such information regarding the same as such  Bank  may
request.

          5.10  Fair Labor Standards Act.  Comply with, and cause
each  Subsidiary to comply with, the provisions of the Fair Labor
Standards Act of 1938, as amended.

          5.11  Notice.  Promptly notify the Administrative Agent
in  writing with full details of any Default or Event of Default,
or  which  might  materially and adversely affect  the  financial
condition  or  operations of the Borrower,  the  Company  or  any
Guarantor Subsidiary.

          5.12 Environmental Compliance.

               (a)  Comply with all Environmental Laws.

               (b)  Not cause or permit any change to be made  in
the  present  or  intended use of any property owned,  leased  or
operated by the Company or any Subsidiary which would (i) involve
the  storage, treatment, generation, transportation,  processing,
handling,  production or disposal of any Hazardous  Substance  or
the  use  of  any  such  property as a landfill  or  other  waste
disposal site or for the storage of petroleum or petroleum  based
products  (except  in  compliance with  applicable  Environmental
Laws),  (ii) violate any applicable Environmental Laws, or  (iii)
constitute non-compliance with any Environmental Permit.

               (c)    Deliver  promptly  to  each  of  the  Banks
(i)  copies  of  any  documents received from the  United  States
Environmental Protection Agency or any state, county or municipal
environmental   or   health  agency  concerning   the   Company's
operations   except  documents  of  general  applicability;   and
(ii)  copies  of  any documents submitted by the Company  to  the
United  States  Environmental Protection  Agency  or  any  state,
county or municipal environmental or health agency concerning its
operations,  except  submissions  in  the  ordinary   course   of
business.


                 ARTICLE VI.   Negative Covenants

          During   the  term  of  this  Agreement  and  so   long
thereafter as any of the Indebtedness of the Borrower to  any  of
the  Banks,  Chase  or  the Administrative Agent,  including  any
Indebtedness  for  fees and expenses, shall  remain  unpaid,  any
Letter  of  Credit  shall remain outstanding or  the  Commitments
shall remain in effect, neither the Borrower, the Company nor any
of  the Guarantor Subsidiaries, without prior written consent  of
the Administrative Agent, will:

          6.1   Business Operations.  Make or permit to  be  made
any  material  change  in  the  character  of  its  business   or
operations.

          6.2   Borrowed Money.  Create, incur or suffer to exist
or  assume  any  Indebtedness  for money  borrowed,  directly  or
indirectly,  other than (i) Subordinated Debt; and (ii)  existing
Indebtedness and existing accommodations for Indebtedness as  set
forth on Schedule 4.15/6.2 attached hereto.

          6.3  Guaranties.  Guarantee, endorse or otherwise be or
become  liable  or  contingently liable in  connection  with  the
obligations  or Indebtedness of any other Person,  including  any
Subsidiary, directly or indirectly, except (i) as an endorser  of
instruments  for  the  payment of money  deposited  to  its  bank
account  for  collection  in  the ordinary  course  of  business;
(ii)   the   Company  and  the  Borrower  may  guaranty   certain
obligations, which guaranties were acquired or assumed  when  the
Company acquired the stock of Brazing Concepts Company; (iii) the
Company  and/or  the  Borrower may guaranty  obligations  of  any
Subsidiary to Third Persons not to exceed $10,000,000.00  in  the
aggregate at any time; and (iv) the Company may guaranty  certain
IRB  obligations  of Solar Group, Inc. in an aggregate  principal
amount not to exceed $340,000.00.

          6.4   Liens.  Create, incur, assume or suffer to  exist
any  Lien  upon any of its property, assets, income  or  profits,
whether  now  owned or hereafter acquired, or pledge or  encumber
any  assets, except (i) in favor of the Administrative Agent  for
the  benefit  of itself and the Banks; and (ii) in favor  of  any
Bank  or  other third Person as listed in Schedule 6.4.  Borrower
has  not,  and so long as this Agreement is in effect, will  not,
enter  into  any covenant or agreement with any other  person  or
entity that prohibits the granting or existence of a lien in  the
personal   or  real  property  of  Borrower  in  favor   of   the
Administrative Agent, as administrative agent and for the benefit
of itself and the Banks.

          6.5   Accumulated Funding Deficiency.   Incur  (i)  any
accumulated funding deficiency within the meaning of ERISA  equal
to  five (5) percent or more of Consolidated Tangible Net  Worth;
or  (ii)  any liability of comparable size to the Pension Benefit
Guaranty Corporation.

          6.6    Compliance  with  Law.   Violate  any   law   or
regulation,  order, writ, injunction or decree of  any  court  or
governmental  instrumentality or breach any  agreement  to  which
Borrower,  Company  or any Subsidiary is subject  or  in  default
thereunder,  which  violation or breach  would  have  a  material
adverse effect on the Company on a Consolidated basis.

          6.7    Expansions,  Mergers,  Acquisitions  and   Joint
Ventures.  Enter into any Expansion, or merge into or consolidate
with,  exchange or acquire the stock or assets of, or enter  into
any  joint venture or partnership with, any third Person,  except
(i) any Subsidiary may merge into or consolidate with the Company
or  any  other Subsidiary so long as the Administrative Agent  is
thereafter  promptly  notified of  such  action  and  such  other
Subsidiary has executed and delivered a Guaranty in favor of  the
Administrative Agent for the benefit of itself and the  Banks  to
the extent required by Section 3.1.d and a Security Agreement  in
favor of the Administrative Agent, for the benefit of itself  and
the  Banks, to the extent required by Section 3.1.e; and (ii) the
Company or any Subsidiary may enter into an Expansion, may  merge
or  consolidate with, acquire the stock or assets  of,  or  enter
into a joint venture or partnership with, any third Person if (a)
the  Administrative Agent is thereafter promptly notified of such
action,   (b)  the  Company,  the  Borrower  or  the   applicable
Subsidiary   is   the  surviving  corporation,  (c)   immediately
thereafter and after giving effect thereto, no Default  or  Event
of  Default exists, (d) the investments in such Expansions, joint
ventures,  partnerships and the book value of the assets  of  the
third  Person  being merged or consolidated,  together  with  the
purchase  price  of the stock or assets being  acquired,  do  not
exceed  $20,000,000.00  in the aggregate  throughout  the  entire
period  the Credit is outstanding (plus $11,000,000 which may  be
used for a previously approved acquisition), (e) the third Person
with  which the Company, the Borrower or such Subsidiary  merges,
or which the Company, the Borrower or any Subsidiary acquires, is
in  a  business of a character already performed by the  Company,
the  Borrower  or such Subsidiary, as applicable, or  of  a  type
reasonably related thereto, and (f) the third Person being merged
or  consolidated with, or acquired by, the Company, the  Borrower
or such Subsidiary has executed and delivered a Guaranty in favor
of  the  Administrative Agent, for the benefit of itself and  the
Banks,  to  the extent required by Section 3.1.d and  a  Security
Agreement to the Administrative Agent, for the benefit of  itself
and the Banks, to the extent required by Section 3.1.e.

          6.8  Loans and Advances.  Make any loans or advances to
any  Person,  except (i) trade credit extended  in  the  ordinary
course  of  business; (ii) advances made in the usual  course  of
business  to officers and employees for travel and other  out-of-
pocket  expenses  incurred by them on  behalf  of  Borrower,  the
Company  or  any Subsidiaries in connection with their  business;
(iii) the Borrower and the Company may advance amounts from  time
to  time  to each other or to any Subsidiary, for working capital
purposes  in  the  ordinary  course of  business  and  for  other
purposes  permitted under the other provisions of this  Agreement
which would not be in violation of any of the terms or provisions
of  this Agreement and (iv) advances to Persons not in excess  of
$10,000,000.00  in  the  aggregate at any one  time  outstanding,
provided  such Person is in a business of a character  reasonably
related to the business or operations of the Company or Borrower.

          6.9   Subsidiaries.  In the case of Borrower,  organize
or cause to exist any Subsidiaries (other than those Subsidiaries
listed  on Schedule 4.11), unless, upon the request of the Banks,
such  entity  executes a guaranty and security agreement  in  the
form  of  the  Collateral Documents executed  by  each  Guarantor
Subsidiary pursuant to Section 3.1.d and Section 3.1.e.

          6.10  Dividends.   In  the case of  Company,  upon  the
occurrence of and during the existence of a Default or  an  Event
of  Default,  declare  or  pay  dividends  or  make  any  capital
distributions.

          6.11  Voting  Stock.   In the case  of  Company,  sell,
convey, transfer, assign, pledge or otherwise encumber any of the
voting stock of Borrower or any other Subsidiary to any Person.

          6.12 Sale of Assets.  Convey, sell, transfer, lease  or
sell and lease back all or a substantial portion of its property,
assets,  or  business to any other Person, except  for  sales  of
Inventory  in the ordinary course of business.  For  purposes  of
this  Section 6.12, "substantial portion" shall mean any and  all
purchases  or transfer prices in excess of five (5%)  percent  of
the  Company's Tangible Net Worth on a Consolidated basis in  the
aggregate  in any one fiscal year, and any transaction  shall  be
permissible  only if no Default shall occur as a  result  of  the
transaction.

          6.13 Lease Rentals.  Pay, in the case of the Company on
a  Consolidated basis, rentals under any operating or true  lease
in  excess  of $15,000,000.00 in the aggregate during any  fiscal
year.

          6.14 [Intentionally omitted]

          6.15  Interest Coverage Ratio.  Permit, in the case  of
the Company on a Consolidated basis, the ratio of Earnings before
Taxes  and  Interest  plus depreciation  and  amortization  minus
Capital  Expenditures  (excluding Capital  Expenditures  made  in
connection  with permitted acquisitions) to interest  payable  on
Total Liabilities, calculated on an annual rolling basis of  four
fiscal quarters, to be less than 3.0 to 1.0 as of the last day of
any fiscal quarter.

          6.16 Net Worth.  Permit, in the case of the Company  on
a Consolidated basis, the Net Worth (a) as of the last day of any
fiscal  quarter  to  be  less  than  $120,000,000  plus  50%   of
Cumulative Net Income (as defined below).  Cumulative Net  Income
means  net  income  of the Company on a Consolidated  basis  from
June 30, 1997 through the end of the fiscal quarter for which the
calculation of Net Worth is being made.

          6.17  Funded Debt/EBITDA.  Permit, in the case  of  the
Company on a Consolidated basis, (a) the ratio of Funded Debt (as
defined  below)  to  Earnings  before  Interest  and  Taxes  plus
Depreciation and Amortization ("EBITDA") as of the  last  day  of
any  fiscal  quarter, to be greater than 4.0 to 1.0  or  (b)  the
ratio of Senior Debt (as defined below) to EBITDA, as of the last
day  of any fiscal quarter from the date hereof through March 31,
2001, to be greater than 3.25 to 1.0 or as of the last day of any
fiscal  quarter thereafter, to be greater than 3.0 to  1.0,  such
calculations  to  be  based on an annual rolling  basis  of  four
fiscal quarters.

"Funded  Debt"  means debt for money borrowed  which  is  bearing
interest.   "Senior  Debt"  means  Funded  Debt  which   is   not
Subordinated   Debt.   For  the  purposes  of  calculating   this
covenant, upon the consummation of a permitted acquisition, up to
12  month  historical  EBITDA of the  acquired  entity  shall  be
included  in the calculation of the ratio, subject to the  Banks'
review  and  approval,  in  their discretion,  of  such  acquired
entity's financial information provided, however, such historical
EBITDA  shall only be included in the calculation of Funded  Debt
if the applicable acquired entity=s EBITDA is not included in the
Consolidated EBITDA of the Company for the applicable month.

          6.18 Current Ratio.  Permit at any time, in the case of
the  Company on a Consolidated basis, the ratio of Current Assets
to Current Liabilities to be less than 2.0 to 1.0.

                      ARTICLE VII.  Default

          7.1   Events of Default.  The occurrence of any one  or
more of the following events shall constitute an event of default
(individually, "Event of Default," or, collectively,  "Events  of
Default"):

               (a)    Nonpayment.   Nonpayment  after  the   same
becomes due whether by acceleration or otherwise of principal  of
or  interest  on the Notes or of any fee or premium provided  for
hereunder.

               (b)    Negative   Covenants.    Default   in   the
observance of any of the covenants or agreements of the  Borrower
or the Company contained in Article VI.

               (c)   Other  Covenants.  Default in the observance
of  any  of  the covenants or agreements of the Borrower  or  the
Company  contained in this Agreement, other than those  specified
in Article VI or Section 5.1 hereof, which is not remedied within
twenty (20) days after notice thereof by the Administrative Agent
to the Borrower and the Company.

               (d)   Voluntary  Insolvency Proceedings.   If  the
Company  or  any Subsidiary (i) shall file a petition or  request
for  liquidation, reorganization, arrangement, adjudication as  a
bankrupt,   relief  as  a  debtor  or  other  relief  under   the
bankruptcy,  insolvency or similar laws of the United  States  of
America  or  any  state  or  territory  thereof  or  any  foreign
jurisdiction,  now  or hereafter in effect;  (ii)  shall  make  a
general  assignment  for  the benefit of creditors;  (iii)  shall
consent  to  the  appointment of a receiver or  trustee  for  the
Company  or  any  Subsidiary  or any  of  the  Company's  or  any
Subsidiary's   assets,   including,   without   limitation,   the
appointment of or taking possession by a "custodian"  as  defined
in  the  federal Bankruptcy Code; (iv) shall make  any,  or  send
notice of any intended, bulk sale; or (v) shall execute a consent
to  any  other type of insolvency proceeding (under  the  federal
Bankruptcy   Code  or  otherwise)  or  any  formal  or   informal
proceeding  for the dissolution or liquidation of, or  settlement
of claims against or winding up of affairs of, the Company or any
Subsidiary.

               (e)    Involuntary  Insolvency  Proceedings.   The
appointment  of  a  receiver,  trustee,  custodian   or   officer
performing similar functions for the Company or any Subsidiary or
any  of  the  Company's  or any Subsidiary's  assets,  including,
without limitation, the appointment of or taking possession by  a
"custodian"  as defined in the federal Bankruptcy  Code;  or  the
filing  against  the Company or any Subsidiary of  a  request  or
petition    for    liquidation,   reorganization,    arrangement,
adjudication as a bankrupt or other relief under the  bankruptcy,
insolvency or similar laws of the United States of America or any
state  or territory thereof or any foreign jurisdiction,  now  or
hereafter  in effect; or the institution against the  Company  or
any  Subsidiary of any other type of insolvency proceeding (under
the  federal  Bankruptcy Code or otherwise) or of any  formal  or
informal  proceeding  for  the  dissolution  or  liquidation  of,
settlement  of  claims against or winding up of  affairs  of  the
Company  or  any  Subsidiary,  and  the  failure  to  have   such
appointment  vacated  or  such  filing,  petition  or  proceeding
dismissed within ninety (90) days after such appointment,  filing
or institution.

               (f)    Representations.    If   any   certificate,
statement,   representation,  warranty  or  financial   statement
furnished  by  or  on  behalf of the Company  or  any  Subsidiary
pursuant  to  or  in  connection with this Agreement  (including,
without  limitation,  representations  and  warranties  contained
herein  and  in the Collateral Documents) or as an inducement  to
the  Banks  to  enter into this Agreement or  any  other  lending
agreement   with  the  Borrower,  the  Company   or   its   other
Subsidiaries  shall  prove to have been  false  in  any  material
respect at the time as of which the facts therein set forth  were
represented,  or  to have omitted any substantial  contingent  or
unliquidated  liability  or  claim against  the  Company  or  any
Subsidiary  required to be stated therein, or if on the  date  of
the  execution  of  this  Agreement there  shall  have  been  any
materially  adverse change in any of the facts disclosed  by  any
such  statement or certificate, which change shall not have  been
disclosed by the Company or the Borrower to all of the  Banks  at
or prior to the time of such execution.

               (g)     Other    Indebtedness   and    Agreements.
Nonpayment  by the Borrower, the Company or any other  Subsidiary
of any Indebtedness (other than as evidenced by the  Notes) owing
by  the  Borrower, the Company or any other Subsidiary  when  due
(or, if permitted by the terms of the applicable document, within
any  applicable  grace period), whether such  Indebtedness  shall
become  due  by  scheduled maturity, by required  prepayment,  by
acceleration, by demand or otherwise, or failure to  perform  any
term, covenant or agreement on its part to be performed under any
agreement  or  instrument  (other than  this  Agreement  and  the
Collateral Documents) evidencing or securing or relating  to  any
Indebtedness  owing  by the Borrower, the Company  or  any  other
Subsidiary  when required to be performed if the effect  of  such
failure  is  to accelerate or to permit the holder to  accelerate
the maturity of such Indebtedness.

               (h)   Judgments.  If any judgment or judgments  in
excess  of $500,000.00 (other than any judgment for which  it  is
fully  insured) against the Borrower, the Company  or  any  other
Subsidiary  remains  unpaid, unstayed  on  appeal,  undischarged,
unbonded  or undismissed for a period of thirty (30)  days  after
entry thereof.

               (i)  Pension Default.

                    i.    The  Company or any of its Subsidiaries
(or  any  officer  or  director  thereof)  shall  engage  in  any
"prohibited transaction" (as defined in Section 406 of  ERISA  or
Section 4975 of the Code) involving any Plan,

                    ii.  any "accumulated funding deficiency" (as
defined in Section 302 of ERISA), shall exist with respect to any
Plan,

                    iii.  with respect to any Multiemployer Plan,
the  Company or any Commonly Controlled Entity fails  to  make  a
contribution required to be made thereto, or withdraws therefrom,
where  in  either  event the liability of  the  Company  or  such
Commonly Controlled Entity is in excess of $250,000.00,

                    iv.   a  Reportable  Event shall  occur  with
respect  to,  or  proceedings shall commence to  have  a  trustee
appointed, or a trustee shall be appointed, to administer  or  to
terminate,  any  Plan  which is not a Multiemployer  Plan,  which
Reportable  Event  or  institution  of  proceedings  is,  in  the
reasonable  opinion  of  any  Bank,  likely  to  result  in   the
termination of such Plan for purposes of Title IV of  ERISA  and,
in  the  case  of  a  Reportable Event, the continuance  of  such
Reportable  Event unremedied for ten (10) days  after  notice  of
such Reportable Event pursuant to Section 4043(a), (c) or (d)  of
ERISA  is  given or the continuance of such proceedings  for  ten
(10) days after commencement thereof, as the case may be,

                    v.   any Plan shall terminate for purposes of
Title IV of ERISA, or

                    vi.   any  other similar event  or  condition
shall  exist which, together with all other events or  conditions
in  clauses  i.  through  vi. above, if any,  would  subject  the
Company  or any of its Subsidiaries to any tax, penalty or  other
liabilities under ERISA in the aggregate material in relation  to
the   business,  operations,  property  or  financial  or   other
condition of the Company and its Subsidiaries taken as a whole.

               (j)   Collateral Documents.  The occurrence of  an
event of default or breach of any term, covenant or provision  of
any Collateral Documents.

               (k)   Change  of Control.  Any Person  or  related
Persons  (other than members of the Kenneth Lipke  family,  their
heirs  or  estates or trusts for the benefit of  members  of  the
Kenneth  Lipke  family)  shall own 55%  or  more  of  outstanding
capital stock of the Company or a sufficient number of the shares
of  the  outstanding  capital stock of the  Company  to  elect  a
majority of the Company's board of directors.

          7.2  Effects of an Event of Default.

               (a)   Upon the happening of one or more Events  of
Default  (except  a  default with respect to the  Borrower  under
either  Section  7.1(d)  or  7.1(e) hereof),  the  Administrative
Agent, shall upon the written direction of the Majority Banks and
by notice to the Borrower declare the principal of the Notes then
outstanding to be immediately due and payable, together with  all
interest  thereon  and  fees  and expenses  accruing  under  this
Agreement  and/or  declare the Commitments of  the  Banks  to  be
canceled.   Upon any acceleration of the principal of the  Notes,
the  then  outstanding balance shall become immediately  due  and
payable  without presentation, demand or further  notice  of  any
kind  to  the Borrower.  Upon any cancellation of the Commitments
set  forth in this Agreement, any obligations the Banks may  have
to make Advances or to issue Letters of Credit or make Swingloans
shall be immediately canceled.

               (b)   Upon the happening of one or more Events  of
Default under Section 7.1(d) or 7.1(e) hereof with respect to the
Borrower,   the   Commitments  shall  be  canceled   immediately,
automatically and without notice, and the Notes then  outstanding
shall  become  immediately due and payable without  presentation,
demand or notice of any kind to the Borrower.

               (c)   Upon  the happening of any Event of Default,
the  Administrative  Agent shall then exercise  such  rights  and
remedies  specified  under  this Agreement,  the  Notes  and  the
Collateral Documents or under applicable law which it,  but  only
with the written consent of the Majority Banks, deems appropriate
under the circumstances in order to enforce such documents.

               (d)   Upon  the happening of any Event of Default,
the  Administrative  Agent  may, and  upon  the  request  of  the
Majority  Banks  shall, require the Borrower to  provide  to  the
Administrative Agent for the benefit of itself and the Banks cash
collateral  in  an  amount equal to face  amount  of  issued  and
unexpired Letters of Credit available for drawings.

               (e)   Upon  the happening of any Event of Default,
the  principal  balances of any Swingloans  shall  be  repaid  to
Administrative Agent for the account of Chase by the making of an
Advance  by the Banks in an amount equal to the unpaid  principal
balances  of the Swingloans, except in the case of the occurrence
of  an  Event of Default under subsection 7.1(d) or 7.1(e)  after
which  each  of  the  Banks other than  Chase  shall  purchase  a
participating  interest in the unpaid principal balances  of  the
Swingloans equal to its Percentage.

     ARTICLE VIII.  Relationship  of Chase and the Administrative
                    Agent and the Banks

          8.1   Appointment and Authorization.  Each Bank  hereby
appoints The Chase Manhattan Bank as the Administrative Agent  to
act as Administrative Agent in connection with the administration
of  the Credit and the Collateral Documents and for such purpose,
subject  to  specific restrictions herein including Sections  7.2
and  8.3, irrevocably authorizes the Administrative Agent to take
such  action  and to exercise such rights, powers and discretions
as are specifically delegated to the Administrative Agent in this
Agreement and the Collateral Documents, together with all rights,
powers  and  discretions  as are reasonably  incidental  thereto,
including, without limitation, the power to execute financing  or
similar   statements  or  notices  and  other  related  documents
relating  to  the  transactions contemplated  by  the  Collateral
Documents.   The  Administrative Agent may  perform  any  of  its
functions  and  duties  under this Agreement  or  the  Collateral
Documents  for  the benefit of all the Banks by  or  through  any
agents  or  any  of  its directors, officers  or  employees.   In
performing  any of its functions and duties under this  Agreement
or  the Collateral Documents, the Administrative Agent shall  not
be  deemed to be acting as a trustee for, or partner of, any Bank
or   to  have  assumed  any  relationship  of  agency,  trust  or
partnership  with  or  for the Borrower.   In  administering  the
Letters  of  Credit, Chase will use the same degree of  care  and
skill  as it exercises in the administration of letters of credit
in  which  no participations are sold, but it shall not be  under
any liability to any Bank except for its own gross negligence  or
willful misconduct and except as stated in Section 2.2(d).  Chase
agrees  that it will honor each drawing under a Letter of  Credit
in  strict  compliance with the requirements  of  the  Letter  of
Credit under which it is drawn.

          8.2    No   Other  Duties.   Neither  Chase   nor   the
Administrative  Agent shall have any duties or obligations  other
than  those  expressly  provided for in this  Agreement  and  the
Collateral  Documents,  and  neither  Chase,  the  Administrative
Agent, nor any of their directors, officers, employees or agents,
shall  be  liable for any action taken or omitted to be taken  in
connection  with  this Agreement, the Collateral  Documents,  and
other documents related thereto, the negotiation, preparation  or
execution   thereof,  or  in  connection  with  the  syndication,
implementation  or administration of the Credit,  the  Collateral
Documents,   unless   directly  resulting   from   Chase's,   the
Administrative Agent's, or such directors', officers', employees'
or agents' gross negligence or willful misconduct.  The duties of
the  Administrative Agent shall be mechanical and  administrative
in  nature; the Administrative Agent shall be responsible to  all
the Banks for the filing and refiling of financing statements  to
perfect and to continue the perfection of the Security Interests;
the  Administrative Agent shall not, by reason of this  Agreement
or  the  Collateral Documents, have a fiduciary  relationship  in
respect  of  any  Bank;  and nothing in  this  Agreement  or  the
Collateral Documents, expressed or implied, is intended or  shall
be construed to impose upon Chase or the Administrative Agent any
obligations  in  respect of this Agreement  or  any  document  in
connection  herewith  or  the  Collateral  Documents  except   as
expressly set forth herein in such documents and this Agreement.

          8.3   Copies and Notice of Event of Default or Default.
The  Administrative Agent shall (i) promptly forward to each Bank
a  copy  of any notice or document received by the Administrative
Agent from the Borrower pursuant to this Agreement; (ii) promptly
notify  each  Bank of the occurrence of any Event of  Default  or
Default  of  which the Administrative Agent has actual knowledge;
and  (iii)  consult with and secure the written  consent  of  the
Majority Banks with respect to the enforcement of this Agreement,
the Notes and the Collateral Documents.

          8.4   Certain  Rights  of Chase and the  Administrative
Agent.

               (a)   If  Chase or the Administrative Agent  shall
request instructions from the Majority Banks with respect to  any
act  or action (including failure to act) in connection with this
Agreement, the Collateral Documents or any other document related
thereto, Chase and the Administrative Agent shall be entitled  to
take such action (unless specifically prohibited by the terms  of
this Agreement) without such instructions from the Majority Banks
or  to  refrain  from such act or taking such action  unless  and
until  it  shall  have received instructions  from  the  Majority
Banks; and neither Chase nor the Administrative Agent shall incur
liability  to  any Person by reason of so taking  or  refraining.
Chase  and  the Administrative Agent shall be fully justified  in
failing  or  refusing to take any action hereunder or under  this
Agreement,  the  Collateral Documents, or  any  document  related
thereto (i) if such action would, in its opinion, be contrary  to
law or the terms of this Agreement, the Collateral Documents,  or
any  document related thereto, (ii) if it shall not receive  such
advice  or  concurrence  of  the  Majority  Banks  as  it   deems
appropriate in accordance with the terms hereof, or (iii)  if  it
shall  not  first  be indemnified to its reasonable  satisfaction
against  any and all liability and expense which may be  incurred
by  it by reason of taking or continuing to take any such action.
Without  limiting the foregoing, no Bank shall have any right  of
action whatsoever against the Administrative Agent as a result of
the   Administrative  Agent  acting  or  refraining  from  acting
hereunder, under the Collateral Documents, or under any  document
related  thereto,  in  accordance with the  instructions  of  the
Majority Banks.

               (b)   Chase  and  the  Administrative  Agent  may,
without  liability  to the Borrower or any Bank,  (i)  rely,  and
shall  be  fully  protected in relying, upon any  note,  writing,
resolution,  notice,  consent,  certificate,  affidavit,  letter,
cablegram,  telegram,  telecopy,  telephone  notice,   telex   or
teletype   message,  statement,  order  or  other   document   or
conversation believed by Chase or the Administrative Agent to  be
genuine and correct and to have been signed, sent or made by  the
Person  or  Persons by whom it purports to have been communicated
or   signed  and  (ii)  employ  in  Administrative  Agent's  sole
discretion  through its counsel or otherwise,  and  rely  on  the
advice  and  opinions  received by  them  from  any  professional
adviser,    including,   without   limitation,   legal   counsel,
independent  accountants or other experts, whether  or  not  such
professional  adviser  was selected by the Administrative  Agent,
and  the Borrower and each Bank hereby waives any claim or action
it may have against the Administrative Agent or Chase arising out
of  or resulting from such employment or reliance, except in  the
case of Chase's or the Administrative Agent's gross negligence or
willful misconduct.

               (c)   All  moneys  realized by the  Administrative
Agent  from any payment or other recovery from the Borrower,  the
Company or any Subsidiary from any of the Collateral Documents or
otherwise  shall be applied by the Administrative  Agent  against
the  following  in  following  priority:   first,  to  costs  and
expenses of Chase, the Administrative Agent or any Bank which are
reimbursable  by  the  Borrower or  otherwise  pursuant  to  this
Agreement  and  the Notes  second, to interest on the  Notes  and
fees  payable to the Banks and the Administrative Agent  pursuant
to this Agreement; third, to the unpaid principal balances of the
Notes  and  the  outstanding unreimbursed  face  amounts  of  any
Letters of Credit; and fourth, to fund any Letter of Credit  cash
collateral  accounts, and fifth, any remaining  moneys  shall  be
paid over to such other Person as is entitled thereto.

               (d)   If  a Bank shall, at any time, fail to  make
any  payment to Administrative Agent that is required  hereunder,
Administrative  Agent may, but shall not be required  to,  retain
payments  that  would otherwise be made to such  defaulting  Bank
hereunder  and  apply  such payments to  such  defaulting  Bank=s
defaulted obligations hereunder, at such time, and in such order,
as  Administrative Agent may elect in its sole discretion.   With
respect to the payment of any funds from Administrative Agent  to
a  Bank or from a Bank to Administrative Agent, the party failing
to  make  the 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 Federal  Fund  Rate.   The
failure of any Bank to fund its portion of any Advance shall  not
relieve  any  other Bank of its obligation, if any, to  fund  its
portion  of  the Advance on the date of borrowing,  but  no  Bank
shall  be responsible for the failure of any other Bank  to  make
any Advance to be made by such Bank on the date of any borrowing.
Solely  for  purposes  of voting or consenting  to  matters  with
respect  to  this  Agreement or any of the Collateral  Documents,
collateral  or any Indebtedness hereunder, and for determining  a
defaulting   Bank=s  Percentage  of  payments  and  proceeds   of
collateral, a defaulting Bank shall not be deemed to be a  ABank@
and  such  Bank=s Percentage shall be deemed to be  zero  percent
(0%) until such default has been cured.

          8.5   Waiver of Liability of Administrative Agent.  The
Administrative Agent shall not have any liability or, as the case
may be, any duty or obligation:

               (a)  To the Borrower or the Company on account  of
any  failure of any Bank other than the Administrative  Agent  to
perform,  or  the delay of any Bank other than the Administrative
Agent  in  the performance of, any of its respective  obligations
under  this  Agreement, the Collateral Documents or  any  of  the
other documents in connection herewith;

               (b)   To  any  Bank on account of any  failure  or
delay  in performance by either the Borrower, the Company or  any
Subsidiary  of  any of its obligations under this Agreement,  the
Collateral  Documents or any of the other documents in connection
herewith  unless  such  failure or  delay  is  a  result  of  the
Administrative Agent's gross negligence or willful misconduct;

               (c)   To  any  Bank  for (i) the accuracy  of  any
written or oral statements furnished or made by the Borrower, the
Company or by any Person (including the Administrative Agent)  on
behalf  of  the  Borrower or the Company in connection  with  the
Credit,  (ii)  the  accuracy of any representation,  warranty  or
statement  made by the Borrower in or pursuant to this Agreement,
the  Collateral  Documents  or any  of  the  other  documents  in
connection   herewith,   or   (iii)   the   legality,   validity,
effectiveness,  enforceability or sufficiency of this  Agreement,
the  Collateral  Documents,  any  other  document  in  connection
herewith, or any other document referred to herein;

               (d)  To any Bank to provide either initially or on
a  continuing basis (except as expressly required by Section  8.3
and  8.7 hereof) any information with respect to the Borrower  or
its  condition,  or  for analyzing or assessing  or  omitting  to
analyze  or  assess the status, creditworthiness or prospects  of
the Borrower, the Company or any of its Subsidiaries;

               (e)  To any Bank to investigate whether or not any
Default  or Event of Default has occurred (and the Administrative
Agent  may  assume  that, until Administrative Agent  shall  have
actual knowledge or shall have received notice from any Bank, the
Company or the Borrower to the contrary, no such Default or Event
of Default has occurred);

               (f)   To any Bank to account for any sum or profit
or  any  property  of  any kind received by Administrative  Agent
arising   out  of  any  present  or  future  banking   or   other
relationship  with the Borrower or with any other  Person  except
the  relationship established pursuant to this Agreement  or  the
Guaranties;

               (g)   To  any  Bank to disclose to any Person  any
information  relating to the Borrower, the Company or  any  other
Subsidiary received by Administrative Agent if, in Administrative
Agent's determination (such determination to be conclusive), such
disclosure  would  or might constitute a breach  of  any  law  or
regulation   or   be  otherwise  actionable   by   suit   against
Administrative Agent by the Borrower or any other Person;

               (h)   Other  than  as expressly required  by  this
Agreement  or as expressly agreed to by the Banks,  to  take  any
action or refrain from taking any action; and

               (i)   To  commence any legal action or  proceeding
arising  out  of  or  in connection with this  Agreement  or  the
Guaranties until Administrative Agent shall have been indemnified
by the Borrower or by the Banks according to their Percentages to
Administrative  Agent's satisfaction against any and  all  costs,
claims  and  expenses (including, but not limited to,  attorneys'
fees and expenses) in respect of such legal action or proceeding.


          8.6  Enforcement; Payments to Administrative Agent.

               (a)   Administrative  Agent shall  have  the  sole
right  to  enforce  for itself and for the Banks  and  Chase  the
obligations of the Borrower to Administrative Agent and/or  Chase
and/or   the  Banks  under  this  Agreement  and  the  Collateral
Documents.

               (b)   Agent shall, in accordance with Section 2.13
hereof, remit to each Bank its Percentage of all amounts actually
paid,   collected,  or  otherwise  realized,  including,  without
limitation, upon realization of any collateral.

               (c)  Prior to any remittance thereof to Banks, any
sums  owed to any Bank hereunder shall be held in trust on behalf
of  such Bank; provided, however, no fiduciary relationship shall
thereby  be  created between Administrative Agent and  Bank,  and
Administrative  Agent=s sole duties and responsibilities  to  the
Banks  with  respect to such sums or otherwise shall  be  as  set
forth in this Agreement.


          8.7   Non-Reliance on Administrative  Agent  and  Other
Banks.   Each Bank expressly acknowledges that the Administrative
Agent has not made any representations or warranties to such Bank
and  that  no act by the Administrative Agent hereinafter  taken,
including  any  review of the affairs of the Borrower,  shall  be
deemed  to  constitute  any representation  or  warranty  by  the
Administrative  Agent to any Bank.  Each Bank represents  to  the
Administrative  Agent  that  it has,  independently  and  without
reliance  upon  the Administrative Agent or any other  Bank,  and
based  on  such  documents  and  information  as  it  has  deemed
appropriate, made its own appraisal of and investigation into the
financial condition, creditworthiness, affairs, status and nature
of  the  Borrower and the Company, and made its own  decision  to
enter  into  this  Agreement, and each Bank hereby  releases  the
Administrative Agent from any and all liability to such  Bank  in
connection  with  the  Administrative Agent's  investigation  and
appraisal  of the Borrower's or the Company's financial  affairs,
financial  condition,  and  creditworthiness.   Each  Bank   also
represents that it will, independently and without reliance  upon
the  Administrative Agent or any other Bank, 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  or
the  Collateral  Documents and to make such investigation  as  it
deems  necessary to inform itself as to the status  and  affairs,
financial  or  otherwise, of the Borrower and the  Company.   The
Administrative  Agent  shall  not  be  required  to  keep  itself
informed as to the performance or observance by the Borrower  and
the  Company  of this Agreement, the Collateral Document  or  any
other  document referred to or provided for herein or to  inspect
the  properties or books of the Borrower, the Company or  any  of
its  other Subsidiaries.  Except for notices, reports, and  other
documents  and information expressly required to be furnished  to
each  of  the  Banks  by  the  Administrative  Agent  under  this
Agreement  or the Collateral Documents, the Administrative  Agent
shall have no duty or responsibility to provide any Bank with any
credit  or  other  information concerning the affairs,  financial
condition or business of the Borrower, the Company or any of  its
other  Subsidiaries  which may come into the  possession  of  the
Administrative Agent.

          8.8   Indemnification.  Each Bank agrees  to  indemnify
Chase,  in  its  capacity as issuer of Letters of Credit  as  the
provider of the Swingloans and as the Administrative Agent in its
capacity as such (to the extent not reimbursed by the Borrower or
the  Company), as well as its directors, officers,  employees  or
agents,  ratably according to its respective Percentage from  and
against  any  and all liabilities, obligations, losses,  damages,
penalties,   actions,  judgments,  suits,  costs,   expenses   or
disbursements  of  any  kind  or  nature  whatsoever  (including,
without limitation, those expenses specified in Article IX hereof
which may at any time (including, without limitation, at any time
following  the  payment of the Revolving  Note)  be  imposed  on,
incurred  by  or  asserted against Chase  or  the  Administrative
Agent,  its directors, officers, employees or agents, in any  way
relating  to  or arising out of this Agreement or the  Collateral
Documents  or  any action taken or omitted by the  Administrative
Agent, its directors, officers, employees or agents, under or  in
connection with any of the foregoing; provided, however, that  no
Bank  shall  be  liable for the payment of any  portion  of  such
liabilities,  obligations, losses, damages,  penalties,  actions,
judgments, suits, costs, expenses or disbursements to the  extent
that they result from the Administrative Agent's or Chase's gross
negligence  or  willful  misconduct.   The  agreements  in   this
Section  8.8  shall  survive  the  payment  of  the  Notes,   the
expiration or other termination of the Letters of Credit and  the
termination of this Agreement and the Collateral Documents.

          8.9   Administrative Agent in Its Individual  Capacity.
The  Administrative  Agent  in its individual  capacity  and  its
affiliates may make loans to, accept deposits from and  generally
engage in any kind of business with the Borrower, the Company and
any  of its other Subsidiaries as though the Administrative Agent
were not the Administrative Agent hereunder.

          8.10     Successor    Administrative    Agent.      The
Administrative  Agent may resign at any time  by  giving  written
notice  thereof to all the Banks, the Borrower, and the  Company.
Upon  any  such resignation, Fleet National Bank shall  have  the
right to become the successor Administrative Agent.  If, however,
within  ten (10) days upon receiving notice of the Administrative
Agent's  resignation, Fleet National Bank  does  not  accept  the
position  as  successor Administrative Agent  by  giving  written
notice  thereof to all the Banks, the Borrower, and the  Company,
then  the  Majority  Banks shall have  the  right  to  appoint  a
successor  Administrative Agent other than Fleet  National  Bank.
If no successor Administrative Agent shall have been so appointed
by  the  Majority Banks and shall have accepted such  appointment
within thirty (30) days after the retiring Administrative Agent's
giving of notice of resignation, then the retiring Administrative
Agent  may,  on  behalf  of all the Banks,  appoint  a  successor
Administrative Agent.  Upon the acceptance of any appointment  as
Administrative  Agent  hereunder by  a  successor  Administrative
Agent,   such  successor  Administrative  Agent  shall  thereupon
succeed  to  and  become  vested with  all  the  rights,  powers,
privileges, duties and obligations of the retiring Administrative
Agent,  and the retiring Administrative Agent shall be discharged
from  its duties and obligations thereafter under this Agreement.
Administrative  Agent  shall  continue  to  perform  its   duties
hereunder until a successor Administrative Agent shall have  been
appointed  and  accepts such appointment in writing.   After  any
retiring  Administrative Agent's resignation, the  provisions  of
this  Article VIII, including, without limitation, the  indemnity
provisions  of Section 8.8 hereof, shall inure to its benefit  as
to  any  actions taken or omitted to be taken by it while it  was
Administrative Agent under this Agreement.

          8.11  Reclaimed Payments; Other Actions.  In the  event
that  Administrative Agent, Chase as the Letter of Credit  issuer
or Swingloan provider, or any Bank shall be sued or threatened by
suit  by the Borrower, Company, any Subsidiary Guarantor  or  any
surety  for,  or pledgor of, property which secures repayment  of
all  or  any  portion  of  the Advances,  Letters  of  Credit  or
Swingloans   or   the  performance  of  any  of  the   Borrower=s
obligations  under the Advances, or their successors  or  assigns
(collectively, an AObligor@), or by a receiver or trustee for any
Obligor   on   account  of  any  alleged  preference,  fraudulent
transfer,  or  other  voidable  or  void  payment  or  conveyance
received or alleged to have been received from any Obligor  as  a
result  of  any  transaction with respect to  the  Advances,  the
Letters  of  Credit, the Swingloans or the Collateral  Documents,
any monies or other properties required to be paid or transferred
in  connection  with such suit shall be paid  or  transferred  by
Banks  in proportion to the amounts received by each with respect
to such alleged preference, fraudulent conveyance, or voidable or
void  payment  or  conveyance and each shall bear  any  expenses,
costs   and  attorneys=  fees  paid  or  incurred  in  connection
therewith in the same proportion.  In the event any suit,  claim,
action  or  demand  of any other kind shall be  asserted  against
Administrative  Agent, Chase, as the Letter of Credit  issuer  or
Swingloan  provider,  or  any Bank in  connection  with  or  with
respect to the Advance, the Letters of Credit, Swingloans or  the
Collateral Documents, then, in such event, Administrative  Agent,
Chase  and  the Banks shall seek the advice of and  consult  with
another from time to time concerning such suit, claim, action  or
demand,  and  any  monies  paid  in  satisfaction  or  compromise
thereof,  and  any expenses, costs and attorneys=  fees  paid  or
incurred in connection therewith, shall be shared by the Banks in
proportion  to  the  Banks= Percentage.  The obligations  of  the
Banks  under this Section shall survive the termination  of  this
Agreement, and shall continue in full force and effect whether or
not there shall be any amounts remaining outstanding with respect
to  the  Advances  or  the Letters of Credit  or  Swingloans  and
whether or not Bank=s respective Percentage in the Advances,  the
Letters  of  Credit or Swingloan is in an amount  less  than  the
amount  of any obligation arising out of the provisions  of  this
Section.

          8.12  Benefit of Article VIII.  The provisions of  this
Article  VIII are intended solely for the benefit of  Chase,  the
Administrative  Agent and all the Banks and may  be  modified  by
mutual  agreement of Chase, the Administrative Agent and  all  of
the  Banks.  The Borrower, the Company and its other Subsidiaries
shall  not  be entitled to rely on any such provisions or  assert
any  such  provisions  in a claim, or as a defense,  against  the
Administrative Agent or any Bank.

        ARTICLE IX.   Indemnification - Costs and Expenses

          9.1   Indemnification.  The Borrower  and  the  Company
agree  to  indemnify,  defend,  and  hold  harmless  Chase,   the
Administrative Agent and each of the Banks from and  against  any
and  all  liabilities, claims, damages, penalties,  expenditures,
losses,  or charges, including, but not limited to, all costs  of
investigation,   monitoring,   legal   representation,   remedial
response,  removal, restoration or permit acquisition, which  may
now  or  in  the  future be undertaken, suffered, paid,  awarded,
assessed,  or  otherwise  incurred by Chase,  the  Administrative
Agent,  any of the Banks or any other Person as a result  of  the
presence  of,  Release  of  or threatened  Release  of  Hazardous
Substances  on, in, under or near the property owned or  operated
by  the Company or any Subsidiary.  The liability of the Borrower
and  the  Company under the covenants of this Section and Article
II  are  not  limited  by  any  exculpatory  provisions  in  this
Agreement  or any other documents securing the Credit  and  shall
survive  repayment of the Notes, expiration or other  termination
of  the Letters of Credit or any transfer or termination of  this
Agreement   regardless  of  the  means  of   such   transfer   or
termination.

          9.2    Expenses.   The  Borrower  shall  reimburse  the
Administrative Agent and each of the Banks promptly  for  all  of
their  respective reasonable counsel fees incurred in  connection
with this Agreement and with any indebtedness subject hereto  and
for  any  taxes,  filing fees, recording fees and appraisal  fees
which  the  Administrative  Agent  may  be  required  to  pay  in
connection with the execution and delivery of this Agreement, the
Notes  and the Collateral Documents.  The Borrower shall  further
reimburse the Administrative Agent and each of the Banks promptly
for   any   reasonable  expenses,  including  counsel  fees   and
out-of-pocket  expenses, incident to the monitoring,  examination
and  administration  of the collateral subject  to  the  Security
Agreements  during  the  term  of  this  Agreement  and  to   the
enforcement  of  any provision of this Agreement,  the  Revolving
Note, the Collateral Documents or any other document executed  in
connection  with this Agreement.  Without limiting the Borrower's
obligation to reimburse the Administrative Agent and each of  the
Banks   pursuant  to  this  Section  9.2,  the  Borrower   hereby
irrevocably authorizes the Banks to make Advances to the Borrower
and  to  use the proceeds thereof to pay any amount owed  by  the
Borrower  under this Section 9.2 upon the failure of the Borrower
to  make  such  payment, and the Administrative Agent  agrees  to
notify  the  Borrower of the making of such Advances.   Any  such
Advances shall be made in the minimum amount necessary.

                   ARTICLE X.    Miscellaneous

          10.1    Amendments   and  Waivers.   No   modification,
rescission, waiver, release or amendment of any provision of this
Agreement  or any Security Documents shall be made  except  by  a
written agreement subscribed by duly authorized officers  of  the
Borrower,  the  Company  and the Administrative  Agent  with  the
consent   of  the  Majority  Banks;  provided,  however,   unless
consented  to  by  each Bank, no such amendment, modification  or
waiver shall be made:

                (a)  which would modify any requirement that  any
particular  action to be taken hereunder by or on behalf  of  the
Banks shall be taken by all Banks or by the Majority Banks so  as
to reduce the number of Banks required to take such action;

                (b) which would amend this Section or which would
increase any Bank's Commitment or Percentage, reduce the Facility
Fee,   extend  the  Termination  Date  or  release  any  of   the
Guaranties;

                (c)  which  would  extend the due  date  for,  or
reduce  the amount of, any payment or prepayment of principal  of
or interest on any Revolving Note (or reduce the principal amount
of or rate of interest on any Revolving Note);

                (d) which  would release any material portion  of
                    the Collateral described
in the Security Agreements; or

                (e) which  would  increase the  total  Commitment
                    above the Maximum
Revolving Credit Commitment.

          In  addition, no modification shall be made which would
adversely  affect  the interests, rights or  obligations  of  the
Administrative  Agent unless consented to by  the  Administrative
Agent.

          10.2   Delays and Omissions.  No course of dealing  and
no  delay or omission by the Administrative Agent or any  of  the
Banks in exercising any right or remedy hereunder or with respect
to  any  indebtedness of the Borrower to any of the  Banks  shall
operate as a waiver thereof or of any other right or remedy,  and
no single or partial exercise thereof shall preclude any other or
further  exercise thereof or the exercise of any other  right  or
remedy.  All rights and remedies of the Administrative Agent  and
the Banks hereunder are cumulative.

          10.3   Participations  and Assignments.   The  Borrower
shall  not assign or otherwise transfer any of the rights of  the
Borrower  pursuant  to this Agreement without the  prior  written
consent  of  all  the  Banks, and any such  assignment  or  other
transfer  without such prior written consent shall be  void.   No
consent  by  any  Bank to any such assignment or  other  transfer
shall  release the Borrower from any indebtedness,  liability  or
obligation of the Borrower pursuant to this Agreement.   No  Bank
shall  assign  or otherwise transfer, or grant any  participation
in, any indebtedness, liability or obligation of the Borrower  to
such  Bank  pursuant to this Agreement or any of the  rights  and
remedies  of  such  Bank pursuant to this Agreement  without  the
prior  written  consent  of the Borrower and  the  Administrative
Agent  which  consent shall not be unreasonably withheld,  except
(i)   any  Bank  may  assign  or  otherwise  transfer,  or  grant
participations in, any indebtedness, liability or  obligation  of
the  Borrower to any other Bank or to any Affiliate of such Bank,
and  (ii)  any  Bank  may execute an assignment  in  favor  of  a
Replacement   Bank  as  contemplated  by  Section  2.15   hereof.
Notwithstanding  any  of  the foregoing,  any  Bank  without  the
consent of the Borrower or Administrative Agent, (i) may grant  a
participation in any indebtedness, liability or obligation of the
Borrower   to  such  Bank,  including  without  limitation,   any
Advances,  Letters  of Credit and Swingloans  provided  (a)  such
participation is in a minimum amount of $5,000,000 and  (b)  such
Bank  shall  remain solely responsible for its performance  under
this  Agreement, such Bank shall remain the holder  of  the  Note
made payable to it for all purposes under this Agreement and  the
Borrower  and Administrative Agent shall continue to deal  solely
and directly with such Bank in connection with such Bank=s rights
and   obligations  under  this  Agreement  and   the   Collateral
Documents; and (ii) may assign all or a portion of its rights and
obligations  under this Agreement, including without  limitation,
rights  and obligations with respect to any Advances, Letters  of
Credit  and  Swingloans  provided (a) an  Event  of  Default  has
occurred  and is continuing, (b) such assignment is in a  minimum
amount  of $5,000,000, and (c) if such Bank does not fully assign
all  of  its  rights and obligations, such Bank shall  retain  at
least $10,000,000 of obligations under the Agreement.

          10.4   Successors and Assigns.  The Borrower,  Company,
Subsidiary,  Administrative Agent, Chase and Bank as  such  terms
are   used   herein  shall  include  the  legal  representatives,
successors and assigns of those parties.

          10.5  Notices.  All notices, requests and demands to or
upon  the respective parties hereto to be effective shall  be  in
writing, unless otherwise expressly provided herein, and shall be
deemed  to have been given or made when delivered by hand  or  by
Facsimile (with a copy by regular mail), three (3) Business  Days
after being delivered to a courier for overnight delivery or five
(5) Business Days after being deposited in the first class United
States  mail, addressed as follows, or to such other  address  as
may be hereafter notified by the respective parties hereto:

     To the Borrower:         Gibraltar Steel Corporation
                                of New York
                              3556 Lakeshore Road
                              Buffalo, New York  14219
                              Attn: John E. Flint
                              Facsimile No. (716) 826-1589
                              Telephone No. (716) 826-6500


     To the Company:          Gibraltar Steel Corporation
                              3556 Lakeshore Road
                              Buffalo, New York  14219
                              Attn: John E. Flint
                              Facsimile No. (716) 826-1589
                              Telephone No. (716) 826-6500
     To Chase or the
     Administrative Agent:    The Chase Manhattan Bank
                              2300 Main Place Tower
                              Buffalo, New York 14202
                              Attn:  Robert J. McArdle
                              Facsimile No.(716) 843-4939
                              Telephone No.(716) 858-1418

     To any Bank:             The address listed on Schedule 1 of
                              this Agreement.

          10.6   Governing Law.  This Agreement, the transactions
described herein and the obligations of the parties hereto  shall
be construed under, and governed by, the laws of the State of New
York,  without regard to its conflict of laws rules  which  would
make the laws of another jurisdiction applicable.

          10.7  Counterparts.  This Agreement may be executed  in
any  number of counterparts and by the Administrative Agent,  the
Banks,  the  Borrower  and the Company on separate  counterparts,
each  of  which  when  so  executed and  delivered  shall  be  an
original, but all such counterparts shall together constitute one
and the same Agreement.

          10.8  Titles.  Titles to the sections of this Agreement
are solely for the convenience of the parties, and are not an aid
in the interpretation of this Agreement or any part thereof.

          10.9   Inconsistent  Provisions.   The  terms  of  this
Agreement  and  any  related  agreements,  instruments  or  other
documents shall be cumulative except to the extent that they  are
specifically  inconsistent with each other,  in  which  case  the
terms of this Agreement shall prevail.
          10.10  JURY  TRIAL WAIVER.  EACH OF THE PARTIES  HERETO
WAIVES ANY RIGHT TO TRIAL BY JURY WHICH IT MAY HAVE IN ANY ACTION
OR  PROCEEDING,  IN  LAW  OR  EQUITY,  IN  CONNECTION  WITH  THIS
AGREEMENT OR THE TRANSACTIONS RELATED HERETO.

          10.11  CONSENT  TO  JURISDICTION.   THE  BORROWER,  THE
COMPANY,  THE ADMINISTRATIVE AGENT AND THE BANKS AGREE  THAT  ANY
ACTION  OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS AGREEMENT
MAY BE COMMENCED IN THE SUPREME COURT OF NEW YORK IN ERIE COUNTY,
OR  IN  THE  DISTRICT COURT OF THE UNITED STATES IN  THE  WESTERN
DISTRICT  OF  NEW  YORK,  AND  THE  BORROWER,  THE  COMPANY,  THE
ADMINISTRATIVE  AGENT  AND THE BANKS WAIVE  PERSONAL  SERVICE  OF
PROCESS  AND  AGREE  THAT A SUMMONS AND COMPLAINT  COMMENCING  AN
ACTION  OR PROCEEDING IN ANY SUCH COURT SHALL BE PROPERLY  SERVED
AND SHALL CONFER PERSONAL JURISDICTION IF SERVED BY REGISTERED OR
CERTIFIED  MAIL TO THE BORROWER OR THE ADMINISTRATIVE  AGENT,  AS
APPROPRIATE, OR AS OTHERWISE PROVIDED BY THE LAWS OF THE STATE OF
NEW YORK OR THE UNITED STATES.






              [This Space Intentionally Left Blank]
          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers, all  on
the 29th day September, 2000.


                         BORROWER:

                         GIBRALTAR STEEL CORPORATION OF NEW YORK

                         By: /s/ John E. Flint
                              John E. Flint
                              Vice President


                         COMPANY:

                         GIBRALTAR STEEL CORPORATION

                         By: /s/ John E. Flint
                              John E. Flint
                              Vice President


                         ADMINISTRATIVE AGENT:

                         THE CHASE MANHATTAN BANK,
                         as Administrative Agent

                         By: /s/ Robert J. McArdle
                              Robert J. McArdle
                              Vice President


                         BANKS:


                         THE CHASE MANHATTAN BANK

                         By: /s/ Robert J. McArdle
                         Name: Robert J. McArdle
                         Title: Vice President

FLEET NATIONAL BANK

By: /s/ John C. Wright
Name: John C. Wright
Title: Vice President


MELLON BANK, N.A.

By: /s/ Edward J. Kloecker
Name: Edward J. Kloecker
Title: Vice President

KEYBANK NATIONAL ASSOCIATION

By: /s/ Mark F. Wachowiak
Name: Mark F. Wachowiak
Title: Assistant Vice President


HSBC BANK USA

By: /s/ William H. Graser
Name: William H. Graser
Title: Vice President


PNC BANK, N.A.

By: /s/ David B. Gookin
Name: David B. Gookin
Title: Vice President


MANUFACTURERS AND TRADERS TRUST COMPANY

By: /s/ Wayne N. Keller
Name: Wayne N. Keller
Title: Vice President


NATIONAL CITY BANK OF PENNSYLVANIA

By: /s/ William A. Feldmann
Name: William A. Feldmann
Title: Vice President


FIFTH THIRD BANK, NORTHEASTERN OHIO

By: /s/ James P. Byrnes
Name: James P. Byrnes
Title: Vice President



FIRSTAR BANK, N.A.

By: /s/ David J. Dannemiller
Name: David J. Dannemiller
Title: Vice President


SUNTRUST BANK

By: /s/ W. David Wisdom
Name: W. David Wisdom
Title: Vice President


COMERICA BANK

By: /s/ Joel S. Gordon
Name: Joel S. Gordon
Title: Account Officer




                            EXHIBIT A

           COMPLIANCE CERTIFICATE - FINANCIAL COVENANTS

          GIBRALTAR  STEEL  CORPORATION OF NEW YORK  ("Borrower")
and GIBRALTAR STEEL CORPORATION ("Company") hereby certify to THE
CHASE  MANHATTAN  BANK, as administrative agent  ("Administrative
Agent")  for  the  Banks (as such term is defined  in  the  Third
Amended  and  Restated Credit Agreement among the  Borrower,  the
Company,  the  Administrative Agent and the  Banks  dated  as  of
September 29, 2000 ("Agreement")) and to each of the Banks that:

          1.     Capitalized terms not defined herein shall  have
the meanings set forth in the Agreement.

          2.     The applicable date for all calculations made in
this  Compliance Certificate is __________________. ("Measurement
Date").

          3.     The  computations, ratios and  calculations  set
forth  below,  all of which are calculated as of the  Measurement
Date, are true and correct:

          (a)   Quarterly Test:

                (i) Consolidated Net Worth
                    as of end of any
                    fiscal quarter           $

                    (ii) Cumulative Net Income
                    (from June 30, 1997) times
                    50% plus $120,000,000  = $

                    (iii)  (i) minus (ii)  =     $



          (b)       (i)  Funded Debt              $

                    (ii)      Earnings before
                    Interest and Taxes plus
                    depreciation and
                    amortization =           $

                    (iii)     Ratio of (i) to (ii) =           to 1

          (c)       (i)  Consolidated Earnings
                         Before Taxes and Interest
                         plus depreciation
                         for the four fiscal
                         quarters ended ______ =  $
                   (ii)  Interest payable
                         on Consolidated
                         Total Liabilities
                         for same period =        $

                  (iii)  Ratio of (i) to (ii) =         to 1


          (d)       (i)  Current Assets        =  $

                    (ii)      Current Liabilities   =  $

                    (iii)       Ratio   of   (i)   to   (ii)    =
                    to 1


          (e)  Leverage Test I

                (i)      Indebtedness of the
                         Company on a
                         Consolidated basis     =  $

                (ii)     Consolidated Earnings
                         Before Taxes, Interest,
                         Depreciation and
                         Amortization           =  $

                 (iii)   Capital Expenditures
                         not funded with proceeds
                         of the Revolving Credit
                         as listed on a Schedule
                         attached hereto
                    (excluding Capital
                    Expenditures made in
                    connection with
                    permitted acquisitions)=  $

                (iv)     (ii) less (iii)        =  $

                (v)      Ratio of (i) to (iv)       =       to


          WITNESS the signature of a duly  authorized officer  of
          the Borrower and the Company on         .

                         Borrower:

                         GIBRALTAR STEEL CORPORATION OF NEW YORK


                         By: ___________________________
                         Name: _________________________
                         Title: ________________________

                         Company:

                         GIBRALTAR STEEL CORPORATION


                         By: ___________________________
                         Name: _________________________
                         Title: ________________________



                            EXHIBIT B

                 COMPLIANCE CERTIFICATE - GENERAL

         GIBRALTAR STEEL CORPORATION OF NEW YORK ("Borrower") and
GIBRALTAR  STEEL CORPORATION ("Company") hereby  certify  to  THE
CHASE  MANHATTAN BANK as agent ("Administrative Agent")  for  the
Banks  (as such term is defined in the Third Amended and Restated
Credit   Agreement   among  the  Borrower,   the   Company,   the
Administrative Agent and the Banks dated as of September 29, 2000
("Agreement")), and to each of the Banks that:

          1.      Capitalized terms not defined herein shall have
the meanings set forth in the Agreement.

          2.      The Borrower and the Company have complied with
all  the  terms,  covenants and conditions  to  be  performed  or
observed by them contained in the Agreement and the Guaranties to
which they are a party.

          3.     There exists no Default nor Event of Default  on
the  date  hereof or, if applicable, after giving effect  to  the
Letter of Credit issued or the Advances made on the date hereof.

          4.     The representations and warranties contained  in
the  Agreement  or in any certificate, document or  financial  or
other  statement  furnished  at any  time  thereunder  are  true,
correct  and  complete  in all material respects  with  the  same
effect  as  though such representations and warranties  had  been
made  on  the  date hereof, except to the extent  that  any  such
representation and warranty relates solely to an earlier date (in
which  case  such  representation and  warranty  shall  be  true,
correct and complete on and as of such earlier date).

     WITNESS  the signature of a duly authorized officer  of  the
     Borrower and the Company on         .

                         BORROWER:

                         GIBRALTAR STEEL CORPORATION OF NEW YORK

                         By:
                         Name:
                         Title:

                         COMPANY:

                         GIBRALTAR STEEL CORPORATION

                         By:
                         Name:
                         Title:
                            EXHIBIT C

                           REPLACEMENT
                          REVOLVING NOTE

$                                                 Buffalo, New York
                                                  _________________



          FOR  VALUE  RECEIVED, the undersigned, GIBRALTAR  STEEL
CORPORATION  OF  NEW  YORK ("Borrower"),  hereby  unconditionally
promises to pay on the Termination Date (as defined in the Credit
Agreement   hereinafter   referred   to)   to   the   order    of
,    the   principal   sum   equal   to   the   lesser   of   (a)
or (b) the aggregate unpaid principal amount of all Advances [and
Swingloans  made  by The Chase Manhattan Bank  ("Bank")]  to  the
Borrower  pursuant  to  the  Third Amended  and  Restated  Credit
Agreement,  dated as of September __, 2000, among  the  Borrower,
Gibraltar  Steel  Corporation,  The  Chase  Manhattan   Bank   as
Administrative  Agent ("Administrative Agent")  and  the  various
financial  institutions  named as Banks  therein  (including  the
Bank), as the same may from time to time be amended, supplemented
or   otherwise  modified  ("Credit  Agreement"),  together   with
interest  at the rate and on the terms as specified herein.   All
capitalized  terms used in this Revolving Note and not  otherwise
defined  shall  have  the  meanings  set  forth  in  the   Credit
Agreement.

          This  Revolving Note shall bear interest at  the  rates
and on the dates determined in accordance with Section 2.4 of the
Credit Agreement.

          Payments of both principal and interest are to be  made
in  lawful  money of the United States of America in  immediately
available funds at Administrative Agent's Office.

          Each  entry  on the Schedule attached hereto  (and  any
continuation thereof) shall be prima facie evidence of the  facts
so  set  forth.  No failure by the Bank to make, and no error  by
the  Bank in making, any inscription on the Schedule shall affect
the  Borrower's obligation to repay the full principal amount  of
the  Advances and the Swingloans made by the Bank to the Borrower
or  the  Borrower's  obligation to pay interest  thereon  at  the
agreed upon rate.  The Bank is authorized to inscribe the date of
the  making  of  each Advance or Swingloan or conversion  of  any
portion  of  this  Note  to  a  LIBOR  Loan,  the  date  of   the
continuation of any Base Rate Loan, the amount of each Advance or
Swingloan, its character as a Base Rate Loan or a LIBOR Loan, the
dates  on  which  each  LIBOR Period shall begin  and  end,  each
payment  of  principal and the aggregate unpaid balance  of  this
Note,  on  the  schedule annexed hereto and constituting  a  part
hereof,  or  on  a continuation thereof which shall  be  attached
hereto and made a part hereof.

          No  failure  by the Bank to exercise, and no  delay  in
exercising,  any  right or power hereunder  shall  operate  as  a
waiver  thereof, nor shall any single or partial exercise by  the
Administrative Agent or the Bank of any right or power  hereunder
preclude any other or further exercise thereof or the exercise of
any  other right or power.  The rights and remedies of the  Bank,
or  of  the Administrative Agent for the benefit of the Bank,  as
herein  specified are cumulative and not exclusive of  any  other
rights  or  remedies,  including those set forth  in  the  Credit
Agreement and the Guaranties.

          Upon the happening of one or more Events of Default  as
described  in Section 7.1 of the Credit Agreement, this Revolving
Note  may  be accelerated in accordance with Section 7.2  of  the
Credit Agreement.

          The  Borrower  hereby  waives  diligence,  presentment,
protest  and demand, and also notice of protest, demand, dishonor
and nonpayment of this Revolving Note.

          This  Revolving  Note  is one  of  the  Revolving  Note
referred to in the Credit Agreement, to which reference is hereby
made with respect to prepayment and rights of acceleration of the
principal hereof on the occurrence of certain events.

          This  Revolving  Note  shall be  construed  under,  and
governed by, the laws of the State of New York, without regard to
its  conflict of laws rules which would make the laws of  another
jurisdiction applicable.


                         GIBRALTAR STEEL CORPORATION OF NEW YORK


    [Seal]                                                                 By:
                         Name:
                         Title:







                             SCHEDULE

                             ADVANCES


                     BASIS OF
                     INTEREST
                       RATE
                      (BASE               AMOUNT OF
  DATE     AMOUNT    RATE OR     LIBOR    PRINCIPAL  AGGREGATE   NOTATION
ADVANCE      OF       LIBOR      PERIOD    PAID OR     UNPAID     MADE BY
  MADE    ADVANCE     RATE)      DATES     PREPAID   PRINCIPAL   AND DATE












                  SCHEDULE FOR CHASE NOTE ONLY
                           SWINGLOANS


  DATE ADVANCE           AMOUNT                           NOTATION
      MADE                 OF            INTEREST          MADE BY
                       SWINGLOAN           RATE           AND DATE


















































                              SCHEDULE 1

                                BANKS

                                   Name; Notice Address and
Percentage          Commitment               LIBOR Lending Office


16.12904 %          $50,000,000.00      THE CHASE MANHATTAN BANK
                                   2300 Main Place Tower
                                   Buffalo, New York 14202
                                   Telephone No. (716) 858-1418
                                   Facsimile No. (716) 843-4939

14.51613 %          $45,000,000.00      FLEET NATIONAL BANK
                                   10 Fountain Plaza, 9th Fl.
                                   Buffalo, New York 14202
                                   Telephone No. (716) 847-7287
                                   Facsimile No. (716) 847-4491

11.29032 %          $35,000,000.00      MELLON BANK, N.A.
                                   Two Mellon Bank Center
                                   Pittsburgh, Pennsylvania 15259
                                   Telephone No. (412) 234-1098
                                   Facsimile No. (412) 234-9010
                                                         and
                                   1128 State Street
                                   Erie, Pennsylvania  16501
                                   Telephone No. (814) 453-7273
                                   Facsimile No. (814) 453-7275

11.29032%       $35,000,000        KEYBANK NATIONAL ASSOCIATION
                                   50 Fountain Plaza, 5th Floor
                                   Buffalo, New York  14202
                                   Telephone No. (716) 847-2330
                                   Facsimile No. (716) 847-7897

11.29032%      $35,000,000         HSBC BANK USA
                                   One HSBC Center, Lobby Level
                                   Buffalo, New York  14203
                                   Telephone No. (716) 841-2556
                                   Facsimile No. (716) 855-0384

6.45161%       $20,000,000         PNC BANK, N.A.
                                   249 Fifth Avenue
                                   Pittsburgh, PA  15222-2707
                                   Telephone No. (412) 762-4815
                                   Facsimile No. (412) 705-3231

6.45161%       $20,000,000         MANUFACTURERS AND TRADERS
                                   TRUST COMPANY
                                   One Fountain Plaza, 12th Floor
                                   Buffalo, NY  14202
                                   Telephone No. (716) 848-7003
                                   Facsimile No. (716) 848-7318

6.45161%      $20,000,000          NATIONAL CITY BANK OF
                                   PENNSYLVANIA
                                   801 State Street
                                   Erie, PA  16501
                                   Telephone: (814) 871-1249
                                   Facsimile:  (814) 455-5495

4.83871%     $15,000,000           FIFTH THIRD BANK, NORTHEASTERN OHIO
                                   1404 East Ninth Street
                                   Cleveland, OH  44114
                                   Telephone:  (216) 274-5575
                                   Facsimile: (216) 274-5621

4.83871%     $15,000,000           FIRSTAR BANK, N.A.
                                   1350 Euclid Ave., Suite 800
                                   Cleveland, OH  44115
                                   Telephone:  (216) 623-9233
                                   Facsimile:  (216) 623-9208

4.83871%     $15,000,000           SUNTRUST BANK
                                   711 Fifth Avenue, 16th Fl.
                                   New York, NY  10022
                                   Telephone:  (212) 583-2604
                                   Facsimile:  (212) 371-9386

3.22581%      $$10,000,000         COMERICA BANK
                                   One Detroit Center
                                   500 Woodward Ave, MC 3289
                                   Detroit, MI  48226
                                   Telephone:  (313) 222-3647
                                   Facsimile:  (313) 222-3330



                            SCHEDULE 3.1.d


       Subsidiaries Required to Execute and Deliver Guaranties



Gibraltar Steel Corporation of New York           New York

Wm. R. Hubbell Steel Corporation                  Illinois

Carolina Commercial Heat Treating                 Nevada

Gibraltar Strip Steel, Inc.                       Delaware

Integrated Technologies International, Ltd.       Delaware

Cleveland Pickling, Inc.                          Delaware

Southeastern Metals Manufacturing Company, Inc.   Florida

Solar Group, Inc.                                 Delaware

Appleton Supply Company                           Delaware

United Steel Products Company                     Minnesota

Harbor Metal Treating Co.                         Michigan

Harbor Metal Treating of Indiana, Inc.            Michigan

K&W Metal Fabricators, Inc.                       Colorado

Hi-Temp Heat Treating, Inc.                       Delaware

Brazing Concepts Company                          Michigan

Milcor, Inc.                                      Delaware


                            SCHEDULE 4.11

                             Subsidiaries


Gibraltar Steel Corporation of New York               New York

Wm. R. Hubbell Steel Corporation                      Illinois

Carolina Commercial Heat Treating, Inc.                Nevada

Southeastern Metals Manufacturing Company, Inc.        Florida

Gibraltar Strip Steel, Inc.                            Delaware

Integrated Technologies International, Ltd.            Delaware

Cleveland Pickling, Inc.                               Delaware

Solar Group, Inc.                                      Delaware

Appleton Supply Company                                Delaware

United Steel Products Company                          Minnesota

Harbor Metal Treating Co.                              Michigan

Harbor Metal Treating of Indiana, Inc.                 Michigan

K&W Metal Fabricators, Inc.                            Colorado

Hi-Temp Heat Treating Inc.                             Delaware

Brazing Concepts Company                               Michigan

Gibraltar Steel Corporation of Tennessee               Tennessee

GIT Limited                                            New York

GSC Flight Service Corp.                               New York

Gibraltar Construction Products, Inc.                  Delaware

Milcor, Inc.                                           Delaware


                          SCHEDULE 4.15/6.2

                        Permitted Indebtedness


1.   Indebtedness of the Company, the Borrower or any  Subsidiary
     owing  to  third Persons from time to time in  an  aggregate
     principal  amount  not  to  exceed  $3,000,000.00   in   the
     aggregate at any one time.

2.   The  Borrower  may  enter into, from time to  time,  various
     interest rate swap, cap and other arrangements with  one  or
     more  of the Banks not to exceed one-half of the outstanding
     principal amount of Advances at any one time.

3.   The  Borrower enters into various foreign exchange contracts
     having a maximum daily delivery risk of $1,000,000.00.


4.   Indebtedness under Section 6.3 of this Agreement.


                            SCHEDULE 4.18


                        Environmental Matters

                                 None




                             SCHEDULE 6.4


                                Liens


          (a)  Security Interests which were granted prior to the
date  hereof and which were disclosed in the financial statements
delivered to the Bank;

          (b)    liens   for   taxes,   assessments,   or   other
governmental charges or levies to the extent that payment thereof
shall  not at the time be required to be made in accordance  with
the provisions of Section 5.5;

          (c)    liens   of  carriers,  warehousemen,  mechanics,
materialmen  and  landlords incurred in the  ordinary  course  of
business for sums not overdue or being contested in good faith by
appropriate  proceedings and for which appropriate reserves  with
respect  thereto  have  been established and  maintained  by  the
Company on a consolidated basis in accordance with GAAP;

          (d)   liens incurred in the ordinary course of business
in connection with workers' compensation, unemployment insurance,
or  other  forms  of governmental insurance or  benefits,  or  to
secure performance of tenders, statutory obligations, leases, and
contracts  (other than for borrowed money) entered  into  in  the
ordinary course of business or to secure obligations on surety or
appeal bonds;

          (e)    easements,  rights-of-way,  zoning  and  similar
restrictions  and  other similar encumbrances  or  title  defects
which, in the aggregate, are not substantial in amount, and which
do  not  in  any case materially detract from the  value  of  the
property  subject thereto or interfere with the ordinary  conduct
of the business of the Company or its Subsidiaries; and

          (f)   judgment liens securing amounts not in excess  of
$250,000.00  in  existence less than  30  days  after  the  entry
thereof  or  with respect to which execution has been  stayed  or
with  respect  to  which  the appropriate insurance  carrier  has
agreed in writing that there is full coverage by insurance.





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