POINDEXTER J B & CO INC
AMENDMENT 6 TO LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1.11
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>AMENDMENT 6 TO LOAN AND SECURITY AGREEMENT
<TEXT>


                 AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT

                           J.B. POINDEXTER & CO., INC.
                              1100 Louisiana Street
                                   Suite 5400
                              Houston, Texas 77002

                                                            As of March 17, 2000

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

Ladies and Gentlemen:

     Congress  Financial  Corporation  ("Lender"),  J.B.  Poindexter & Co., Inc.
("Borrower"),  EFP Corporation  ("EFP"),  Lowy Group,  Inc.  ("Lowy"),  Magnetic
Instruments Corp. ("MIC"), Morgan Trailer Mfg. Co. ("Morgan"), Truck Accessories
Group,  Inc.  ("TAG"),  Raider  Industries Inc.  ("Raider"),  KWS  Manufacturing
Company,  Inc. ("KWS"; and together with EFP, Lowy, MIC, Morgan, TAG and Raider,
each individually,  a "Guarantor" and, collectively,  "Guarantors") have entered
into  certain  financing  arrangements  as set  forth in the  Loan and  Security
Agreement,  dated  as of June  28,  1996,  by and  among  Lender,  Borrower  and
Guarantors, as amended by Amendment No. 1 to Loan and Security Agreement,  dated
May 13, 1998,  Amendment No. 2 to Loan and Security Agreement,  dated as of June
30, 1998,  Amendment No. 3 to Loan and Security Agreement,  dated as of June 24,
1999,  Amendment No. 4 to Loan and Security Agreement,  dated as of February 25,
2000 and  Amendment  No. 5 to Loan and Security  Agreement  ("Amendment  No.5"),
dated as of March 8, 2000 (and as amended  hereby and as  heretofore  amended or
may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement"),  together with all other agreements, documents,
supplements  and  instruments  now  or at any  time  hereafter  executed  and/or
delivered by Borrower,  Guarantors or any other person,  with, to or in favor of
Lender  in  connection  therewith  (all of the  foregoing,  together  with  this
Amendment and the other agreements and instruments  delivered hereunder,  as the
same now exist or may hereafter be amended,  modified,  supplemented,  extended,
renewed, restated or replaced,  collectively,  the "Financing Agreements").  For
purposes of this Amendment,  unless  otherwise  defined herein,  all capitalized
terms used herein,  shall have the respective  meanings  ascribed to them in the
Loan Agreement.

         MIC has  entered  or is about to enter  into  certain  arrangements  to
purchase all of the issued and outstanding  shares of capital stock of Universal
Brixius, Inc.  ("Brixius"),  a Wisconsin corporation as set forth in the Brixius
Stock Purchase Agreement (as hereinafter  defined).  Upon the acquisition of all
the  issued  and  outstanding  shares  of  capital  stock,  Brixius  will  be  a
wholly-owned direct subsidiary of MIC and indirect subsidiary of Borrower.


                                       1
<PAGE>

(a) In connection with the  acquisition,  Borrower and Guarantors have requested
that Lender consent to MIC's purchase of Brixius on the terms and conditions set
forth in the Brixius  Purchase  Agreements (as such term is defined below),  add
Brixius as a Guarantor party to the Loan Agreement,  and upon the  effectiveness
of this  Amendment,  make  certain  supplemental  loans to  Borrower.  Lender is
willing to make such loans and agree to such  amendments to the extent set forth
herein.
(b)
(c) In  consideration  of the  foregoing,  the mutual  agreements  and covenants
contained  in  this  Amendment  No.  6 to  Loan  and  Security  Agreement  (this
"Amendment"),  and other  good and  valuable  consideration,  the  adequacy  and
sufficiency of which are hereby  acknowledged,  Borrower,  Guarantors and Lender
agree as follows:
(d)
2.  Definitions.
3.
(a) Additional  Definitions.  As used herein, the following terms shall have the
respective  meanings given to them below and the Loan Agreement  shall be deemed
and is hereby amended to include,  in addition and not in limitation of, each of
the following definitions:
(b)
(i) "Brixius" shall mean  Universal  Brixius, Inc., a Wisconsin corporation, and
its successors and assigns.
(ii)
(A) "Brixius  Amendment  Agreements" shall mean,  individually and collectively,
this  Amendment  No. 6 to Loan  and  Security  Agreement  by and  among  Lender,
Borrower  and  Guarantors,  the  Guarantee  by Brixius  in favor of Lender,  the
Information  Certificate  of  Brixius,  the  Collateral  Assignment  of Notes by
Borrower in favor of Lender,  the  Acknowledgment  of  Assignment  and Waiver of
Defense by Brixius in favor of Lender, the Collateral  Assignment of Acquisition
Agreements made by MIC in favor of Lender,  UCC-1 Financing  Statements  between
Brixius,  as  debtor  and  Lender,  as  secured  party,  each  of the  foregoing
agreements dated as of the date hereof, and all other agreements,  documents and
instruments by Borrower,  Guarantors, Brixius and such other Persons with, to or
in favor of Lender executed in connection with any of the foregoing, as the same
now  exist  or may  hereafter  be  amended,  modified,  supplemented,  extended,
renewed,  restated or replaced.
(B)
(iii) "Brixius  Existing  Lenders"  shall  mean the existing  lenders to Brixius
listed on Schedule A annexed hereto and made a part hereof.
(iv)
(v) "Brixius Maximum Supplemental  Revolving Loan Limit" shall mean, on the date
of the Brixius Amendment  Agreements,  the sum of $2,000,000,  as reduced on the
first day of each calendar  month,  commencing,  April 1, 2000 to the amount set
forth next to such date below:
(vi)


                                       2
<PAGE>

(i)
            Reduction Date          Brixius Maximum Supplemental Revolving Limit

(A)         April 1, 2000                    $1,944,444.00
(B)         May 1, 2000                      $1,888,888.00
(C)         June 1, 2000                     $1,832,332.00
(D)         July 1, 2000                     $1,776,776.00
(E)         August 1, 2000                   $1,721,220.00
(F)         September 1, 2000                $1,665,664.00
(G)         October 1, 2000                  $1,610,108.00
(H)         November 1, 2000                 $1, 554,552.00
(I)         December1, 2000                  $1,498,996.00
(J)         January 1, 2001                  $1,443,440.00
(K)         February 1, 2001                 $1,387,884.00
(L)         March 1, 2001                    $1,332,328.00
(M)         April 1, 2001                    $1,276,772.00
(N)         May 1, 2001                      $1,221,216.00
(O)         June 1, 2001                     $1,165,660.00
(P)         July 1, 2001                     $1,110,104.00
(Q)         August 1, 2001                   $1,054,548.00
(R)         September 1, 2001                $  998,992.00
(S)         October 1, 2001                  $  943,436.00
(T)         November 1, 2001                 $  887,880.00
(U)         December 1, 2001                 $  832,324.00
(V)         January 1, 2002                  $  776,768.00
(W)         February 1, 2002                 $  721,212.00
(X)         March 1, 2002                    $   - 0-
(Y)         and at all times thereafter

(i) "Brixius Purchase Agreements" shall mean, individually and collectively, the
Brixius  Stock  Purchase  Agreement  and all related  agreements,  documents and
instruments,  including  without  limitation the Brixius Seller Note and Brixius
Seller Security  Agreements,  as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced.
(ii)
(iii) "Brixius  Purchased  Stock" shall  mean  all of the issued and outstanding
shares of the common stock of Brixius.
(iv)
(v)  "Brixius Seller" shall mean Charles A. Goad.
(vi)
(vii) "Brixius Seller Note" shall  mean  the  promissory  note  in the principal
amount of  $2,875,000,  dated the date  hereof,  made by MIC in favor of Brixius
Seller pursuant to the terms of the Brixius Stock Purchase Agreement.
(viii)
(A)  "Brixius  Seller  Security   Agreements"   shall  mean   individually   and
collectively the Pledge Agreement,  dated the date hereof,  made by MIC in favor
of Brixius  Seller in respect of the shares of capital  stock of Brixius and the


                                       3
<PAGE>

Stock Escrow Agreement  referred to therein and the Security Agreement dated the
date  hereof,  made by  Brixius  in favor of  Brixius  Seller in  respect of the
equipment of Brixius.
(B)
(ix) "Brixius Stock Purchase Agreement" shall mean the Stock Purchase Agreement,
dated as of the date hereof,  by and between MIC and Brixius Seller, as the same
now  exists or may  hereafter  be  amended,  modified,  supplemented,  extended,
renewed, restated or replaced.
(x)
(xi) "Brixius  Supplemental  Revolving  Loan Limit" shall mean, at any time, the
lesser of (A) the amount equal to (1) one hundred  (100%)  percent of the sum of
the value of the Net Amount of Eligible  Accounts of Borrower and Guarantors and
the value of Eligible Inventory of Borrower and Guarantors (for purposes of this
Section the term "value" means:  with respect to Eligible  Accounts,  their book
value and with respect to Eligible Inventory, the lower of its cost and its book
value (on a first-in-first  out basis),  in each case,  determined in accordance
with GAAP) minus (2) the sum of (aa) the aggregate  amount of Loans  outstanding
as of such time based on the  applicable  lending  formula  set forth in Section
2.1(a) hereof and (bb) the aggregate amount of KWS Supplemental  Revolving Loans
outstanding at such time or (B) the Brixius Maximum Supplemental  Revolving Loan
Limit then in effect.
(xii)
(xiii)  "Brixius  Supplemental  Revolving  Loans" shall mean the loans hereafter
made by Lender to or for the benefit of Borrower on a revolving basis (involving
advances, repayments and readvances) as set forth in Section 5 hereof.
(xiv)
(xv)  "Brixius  Supplemental  Revolving  Loan  Termination  Date" shall mean the
earlier to occur of (A) Lender's determination that, as of the end of any fiscal
quarter of Brixius,  the Fixed Charge  Coverage Ratio of Brixius for such fiscal
quarter  is less than 1 to1 or (B) March 1, 2002.
(xvi)
(xvii)  "Brixius Term Loan" shall mean the term loan made by Lender to Brixius ,
on the date hereof, in the original  principal amount not to exceed  $3,200,000,
on the terms and conditions set forth in the Brixius Term Loan Documents.
(xviii)
(xix) "Brixius Term Loan  Collateral"  shall mean  "Collateral"  as such term is
defined in the Brixius Term Loan Documents.
(xx)
(A) "Brixius Term Loan  Documents"  shall mean the Term  Promissory  Note in the
principal amount of $3,200,000,  dated the date hereof, made by Brixius in favor
of Lender, the Term Loan and Security  Agreement,  dated the date hereof, by and
between  Lender and  Brixius,  the  Guarantee,  dated the date  hereof,  made by
Borrower of the  obligations  of Brixius,  each of the foregoing  agreements and
instruments, and all other agreements,  documents and instruments by Brixius and
other Persons, with, to or in favor of Lender executed in connection with any of
the  foregoing,  as the same now exist or may  hereafter  be amended,  modified,
supplemented, extended, renewed, restated or replaced.
(B)


                                       4
<PAGE>

(xxi)  "Revolving Loan Limit" shall mean $55,000,000.
(xxii)
2.     Amendments to Definitions.
3.
(a)  All  references  to the  term  "Guarantor"  and  "Guarantors"  in the  Loan
Agreement  and the other  Financing  Agreements  shall be  deemed  and each such
reference  is hereby  amended to  include,  in addition  and not in  limitation,
Brixius.
(b)
(c) All  references to the term  "Financing  Agreements"  in the Loan  Agreement
shall be deemed  and each  such  reference  is hereby  amended  to  include,  in
addition and not in limitation,  this Amendment No. 6, and all other agreements,
documents and instruments at any time executed  and/or  delivered by Borrower or
any other person in connection with any of the foregoing,  as the same now exist
or  may  hereafter  be  amended,  modified,  supplemented,   extended,  renewed,
restated, or replaced.
(d)
(e) All references to the term "Loans" in any of the Financing  Agreements shall
be deemed and each such reference is hereby amended to include,  in addition and
not in  limitation,  the  Brixius  Supplemental  Revolving  Loans  and  the  KWS
Supplemental Revolving Loans, except, that, the term "Loans" as used in Sections
1.4,  1.31,  1.50,  1.55,  1.69,  2.1(a),(c)  and (e),  2.2 (a), (c) and (e) and
3.1(a),  3.4 and 3.5 shall  only mean those the loans now or  hereafter  made by
Lender  to or for the  benefit  of  Borrower  on a  revolving  basis  (involving
advances,  repayments and readvances) as set forth in Section 2.1(a) of the Loan
Agreement.
(f)
(g)  All references to the term "Obligations" in any of the Financing Agreements
shall be deemed  and each  such  reference  is hereby  amended  to  include,  in
addition and not in  limitation,  the  obligations of Borrower to Lender arising
pursuant to or in  connection  with the Brixius  Supplemental  Revolving  Loans,
including  principal,  interest,  fees,  costs,  expenses  and other  charges in
respect thereof.
(h)
(i) Section 1.24 (b) of the Loan Agreement is hereby deleted in its entirety and
the following substituted therefor:
(j)
                  "(b) such  Accounts are not unpaid after the later of: (i) the
                  date which is sixty (60) days after the  original due date for
                  them or (ii) the date which is ninety (90) days after the date
                  of the original  invoice for them (or one hundred twenty (120)
                  days after the date of the original  invoice for them,  in the
                  case of  Accounts  of Brixius in respect of which the  account
                  debtor is either Kohler Company or Aero-quip Vickers);"

(a) Section 1.24 (n) of the Loan Agreement is hereby deleted in its entirety and
the following substituted therefor:
(b)
                  "(n) such  Accounts are not owed by an account  debtor who has
                  Accounts  unpaid  after the  later of the date  which is sixty
                  (60)  days  after the  original  due date for them or the date


                                       5
<PAGE>

                  which is ninety (90) days after the original  invoice date for
                  them (or one hundred  twenty  (120) days after the date of the
                  original  invoice for them, in the case of Accounts of Brixius
                  in  respect  of which the  account  debtor  is  either  Kohler
                  Company or  Aero-quip  Vickers),  which  constitute  more than
                  fifty  (50%)  percent of the total  Accounts  of such  account
                  debtor;

(a) The  references in Sections  1.33(a)(ii)  and Section 2.2(c) to the "Maximum
Credit" is hereby  deleted in its entirety and the term  "Revolving  Loan Limit"
substituted  therefor.
(b)
(c) Section 1.41 of the Loan Agreement is hereby deleted in its entirety and the
following substituted therefor:
(d)
                  "  1.41  "Guarantor   Availability"  shall  mean,  as  to  any
                  Guarantor,   at  any  time,  the  amount  equal  to:  (a)  the
                  applicable  percentage for such Guarantor set forth in Section
                  2.1(a)  multiplied  by the Net Amount of Eligible  Accounts of
                  such  Guarantor,  plus (b) the applicable  percentage for such
                  Guarantor set forth in Section 2.1(a)  multiplied by the Value
                  of the  Eligible  Inventory of such  Guarantor,  minus (c) the
                  Availability  Reserves  allocated by Lender to such Guarantor,
                  except, that, (i) in the case of KWS, "Guarantor Availability"
                  shall include, in addition to and not in limitation of clauses
                  (a)  through  (c) above,  the  amount of the KWS  Supplemental
                  Revolving  Loan  Limit  then in effect and (ii) in the case of
                  Brixius,  "Guarantor  Availability" shall include, in addition
                  to and not in limitation of clauses (a) through (c) above, the
                  amount of the Brixius  Supplemental  Revolving Loan Limit then
                  in effect."

(a) Section  1.47  of  the  Loan  Agreement  is  hereby  amended  to include the
following additional clause (h) thereto:
(b)
                    "and (h) the promissory  note dated March 17, 2000 issued by
                    Brixius and payable to Borrower."

(a) Section 1.57 of the Loan Agreement is hereby deleted in its entirety and the
following substituted therefor:
(b)
                  "1.57 "Maximum Credit" shall mean the amount of $58,450,000."

(a) The definition of the term "KWS Supplemental Revolving Loan Limit" set forth
at Section  1.(a)(viii)  of Amendment No.5 is hereby deleted in its entirety and
the following substituted therefor:
(b)
                  "(viii) KWS Supplemental  Revolving Loan Limit" shall mean, at
                  any  time,  the  lesser  of (A) the  amount  equal  to (1) one
                  hundred  (100%)  percent  of the sum of the  value  of the Net
                  Amount of Eligible Accounts of Borrower and Guarantors and the


                                       6
<PAGE>

                  value of Eligible  Inventory of Borrower and  Guarantors  (for
                  purposes of this Section the term "value" means:  with respect
                  to  Eligible  Accounts,  their book value and with  respect to
                  Eligible  Inventory,  the lower of its cost and its book value
                  (on a first-in-first  out basis), in each case,  determined in
                  accordance  with GAAP) minus (2) the sum of (aa) the aggregate
                  amount  of  Loans  outstanding  as of such  time  based on the
                  applicable  lending formula set forth in Section 2.1(a) hereof
                  and  (bb)  the  aggregate   amount  of  Brixius   Supplemental
                  Revolving  Loans  outstanding  at  such  time  or (B)  the KWS
                  Maximum Supplemental Revolving Loan Limit then in effect."

1. Consent to Stock Acquisition.  Subject to the terms and conditions  contained
herein, Lender hereby confirms and agrees that it consents to the acquisition by
MIC of all of the issued  and  outstanding  shares of  capital  stock of Brixius
pursuant to the terms of the Brixius Stock  Purchase  Agreement (as in effect on
the date hereof).
2.

(a) Loans.  Sections 2.1(a)(x) and (xi) of the Loan Agreement are hereby deleted
and replaced in their entirety as follows:
(b)
                    "(x)  sixty  (60%)  percent  of the  Value  of the  Eligible
                    Inventory of KWS, plus

                    (xi) eighty-five (85%) percent of the Net Amount of Eligible
                    Accounts of Brixius, minus"

(a)  Section 2.1 (a) of  the  Loan  Agreement  is  hereby amended to include the
following additional section (xii) as follows:
(b)
                    "(xii)  any Availability Reserves."

(a) The phrase "in each case pursuant to and in accordance with the Intercompany
Loan  Documents  as in effect on the date  hereof"  set forth in Section 2.4 and
elsewhere in the Loan Agreement and the other  Financing  Agreements of the Loan
Agreement is hereby  deemed to include the  Intercompany  Loan  Documents by and
between Borrower, as lender and Brixius, as borrower, each dated March 17, 2000.
(b)
2.  Brixius Supplemental Revolving Loans.
3.
(a) In addition to the loans, advances and Letter of Credit Accommodations which
may be made by Lender to Borrower  pursuant to the Loan  Agreement and the other
Financing  Agreements,  subject to and upon the terms and  conditions  contained
herein, and in the other Financing Agreements, Lender agrees to make the Brixius
Supplemental  Revolving Loans to Borrower from time to time in amounts requested
by  Borrower,  up to the  amount at any time  outstanding  equal to the  Brixius
Supplemental Revolving Loan Limit as then in effect.

                                       7
<PAGE>

(a) Except in Lender's discretion, Borrower shall not have any right to request,
and Lender shall not make, any Brixius Supplemental Revolving Loans in excess of
the Brixius Supplemental  Revolving Loan Limit or after the Brixius Supplemental
Revolving  Loan  Termination   Date  and  the  amount  of  outstanding   Brixius
Supplemental  Revolving  Loans  shall  not,  at any  time,  exceed  the  Brixius
Supplemental  Revolving  Loan  Limit then in effect.  The  Brixius  Supplemental
Revolving Loans shall be secured by all the Collateral.
(b)
(c) Notwithstanding  anything  to  the contrary contained herein or in the other
Financing  Agreements,  (i) on each  date  when  any  reduction  to the  Brixius
Supplemental Revolving Loan Limit becomes effective,  Borrower agrees absolutely
and unconditionally to automatically and without notice or demand make a payment
in respect of the Brixius Supplemental Revolving Loans in an amount equal to the
excess,  if  any,  of the  aggregate  unpaid  principal  amount  of the  Brixius
Supplemental  Revolving Loans over the Brixius Supplemental Revolving Loan Limit
as so reduced in immediately  available funds and (ii) unless sooner demanded by
Lender in accordance with terms of the Financing  Agreements,  Borrower  further
agrees  that all  outstanding  and unpaid  Obligations  arising  pursuant to the
Brixius Supplemental Revolving Loans (including,  but not limited to, principal,
interest,  fees, costs, expenses and other charges in respect thereof payable by
Borrower to Lender) shall automatically, without notice or demand, be absolutely
and unconditionally due and payable, and Borrower shall pay to Lender in cash or
other  immediately  available  funds  all  such  Obligations,   on  the  Brixius
Supplemental  Revolving  Loan  Termination  Date.  Interest  shall accrue at the
Interest  Rate set forth in Section 5(d) below and be due,  until and  including
the next  Business  Day, if the amount so paid by  Borrower to the bank  account
designated  by Lender for such  purpose is received in such bank  account  after
12:00 p.m. New York City time.
(d)
(i) The term  "Interest  Rate" shall mean with  respect to Brixius  Supplemental
Revolving  Loans,  a rate of one (1%)  percent  per annum in excess of the Prime
Rate.  Notwithstanding the foregoing,  "Interest Rate" shall mean the rate equal
to two (2%)  percent per annum in excess of the  interest  rate  otherwise  then
payable by Borrower on Brixius Supplemental Revolving Loans, at Lender's option,
without  notice,  for  the  period  on and  after  the  date of  termination  or
non-renewal of the Loan Agreement, or the date of the occurrence of any Event of
Default and for so long as such Event of Default is  continuing as determined by
Lender and at any time and to the extent the outstanding principal amount of the
Brixius  Supplemental  Revolving  Loans in  excess of the  Brixius  Supplemental
Revolving Loan Limit then in effect.
(ii)
(e) It is understood and agreed that the references to the lending  formulas set
forth in Section 2.1 of the Loan  Agreement,  the  Revolving  Loan Limit and the
Availability  Reserves do not apply to the KWS  Supplemental  Revolving Loans or
the Brixius Supplemental Revolving Loans.
(f)
(i) Acknowledgment.  Brixius hereby expressly agrees to perform, comply with and
be bound by all terms,  conditions  and covenants of the Loan  Agreement and the
other  Financing  Agreements  applicable  to all  Guarantors  and as  applied to
Brixius,  as a  Guarantor,  with the same  force and  effect as if  Brixius  had


                                       8
<PAGE>

originally  executed  and  been an  original  Guarantor  signatory  to the  Loan
Agreement and the other Financing Agreements,  and agrees that Lender shall have
all rights,  remedies and interests,  including,  without  limitation,  security
interests in and to the Collateral granted pursuant to Section 7 below, the Loan
Agreement and the other  Financing  Agreements,  with respect to Brixius and its
properties  and assets with the same force and effect as Lender has with respect
to the other  Guarantors  and their  assets and  properties  as if  Brixius  had
originally  executed  and had been an original  Guarantor  signatory to the Loan
Agreement and the other Financing Agreements.
(ii)
2. Collateral.
3.
(a) Without  limiting the provisions of Section 6 hereof,  Section 5 of the Loan
Agreement and the other  Financing  Agreements,  as collateral  security for the
payment and  performance of all  Obligations,  Brixius hereby grants to Lender a
continuing security interest and lien upon, and a right of set-off against,  and
hereby  assigns  to Lender,  as  security,  all of the  following  property  and
interests in property, whether now owned or hereafter acquired:
(i) Receivables;
(ii)
(iii) all  present and future  contract  rights and other  general  intangibles,
including, but not limited to, tax and duty refunds, registered and unregistered
patents,  trademarks,  service marks, copyrights,  trade names, applications for
the  foregoing,  trade  secrets,  goodwill,  processes,   drawings,  blueprints,
customer lists,  licenses,  whether as licensor or licensee, and also including,
but not  limited to,  choses in action and other  claims in  connection  with or
related to the Receivables or any of the other Collateral;
(iv)
(1)  all  present  and  future  chattel  paper,  documents and instruments which
evidence or relate to  Receivables  or Inventory  and including all documents of
title  or  which  evidence  or  relate  to  indebtedness   arising  pursuant  to
Receivables or any of the other Collateral (including,  without limitation,  the
Intercompany  Notes or any  promissory  notes or  instruments  which at any time
evidence  indebtedness of any Affiliate of Brixius arising from loans,  advances
or other  financial  accommodations  made or  provided  by Brixius to or for the
benefit of such Affiliate  with proceeds of the Loans or in connection  with the
Letter of Credit  Accommodations and promissory notes or other instruments which
evidence  indebtedness  of any account debtor or other obligor in respect of any
Receivables);
(2)
(B)  all  present  and  future  monies,  securities,  credit balances, deposits,
deposit  accounts,  documents,  instruments and other property of Brixius now or
hereafter held or received by or in transit to Lender or its affiliates, whether
for safekeeping,  pledge, custody,  transmission,  collection or otherwise,  all
present and future monies, securities,  credit balances and deposits at any bank
or other financial  institution  constituting  proceeds of Receivables or any of
the other  Collateral  or  constituting  proceeds  of loans,  advances  or other
financial  accommodations made or provided by Lender or its Affiliates to or for


                                       9
<PAGE>

the  benefit of Brixius or its  Affiliates  or  constituting  proceeds of loans,
advances or other financial accommodations made or provided by Brixius to or for
the benefit of any Affiliate  with  proceeds of the Loans or in connection  with
the Letter of Credit  Accommodations or held or deposited in or delivered to any
deposit  account or other  account used in  connection  with the  collection  of
Receivables  or any of the  other  Collateral,  or  containing  proceeds  of the
Receivables or any of the other Collateral,  or containing  proceeds of Loans or
Letter of Credit  Accommodations made or provided by Lender or its Affiliates to
or for the benefit of Brixius or its Affiliates,  or proceeds of loans, advances
or other  financial  accommodations  made or  provided  by Brixius to or for the
benefit of any Affiliate  with  proceeds of the Loans or in connection  with the
Letter of Credit Accommodations, and all right, title and interest of Brixius in
or to any  deposit  account  or other  account  maintained  at any bank or other
financial  institution used in connection with the collection of the Receivables
or any of the other Collateral, or containing proceeds of the Receivables or any
of the other  Collateral,  or  containing  proceeds of Loans or Letter of Credit
Accommodations  made or  provided  by  Lender  or its  Affiliates  to or for the
benefit of Brixius or its  Affiliates,  or proceeds of loans,  advances or other
financial  accommodations  made or  provided by Brixius to or for the benefit of
any Affiliate  with  proceeds of the Loans or in  connection  with the Letter of
Credit Accommodations;
(C)

(D) all present and future liens, security interests,  rights,  remedies,  title
and  interest  in,  to and  in  respect  of  Receivables  or  any  of the  other
Collateral, including, without limitation, rights and remedies under or relating
to guaranties,  contracts of suretyship,  letters of credit and credit and other
insurance related to the Receivables or any of the other  Collateral,  rights of
stoppage in transit,  replevin,  repossession,  reclamation and other rights and
remedies  of an unpaid  vendor,  lienor or secured  party,  goods  described  in
invoices, documents, contracts or instruments,  credit card sales drafts, credit
card sales  slips or charge  slips or  receipts  and other  forms of daily store
receipts with respect to, or otherwise representing or evidencing Receivables or
other  Collateral,  including,  without  limitation,  returned,  repossessed and
reclaimed  goods,  deposits by and property of account  debtors or other persons
securing the obligations of account debtors,  and security  interests granted by
Affiliates  of Brixius to Brixius to secure  Indebtedness  arising  from  loans,
advances or other financial accommodations made or provided by Brixius to or for
the benefit of such Affiliate or otherwise;
(E)
(v) Inventory;
(vi)
(vii) all leases and rental agreements for personal  property  between  Brixius,
as lessor  (whether by  origination  or  derivation)  and any and all persons or
parties as lessee(s),  and all rentals,  purchase option amounts, and other sums
due thereunder; and all inventory, goods and property subject to such leases and
rental  agreements and all accessions,  parts and tools attached thereto or used
therewith and all of the residual or reversionary rights of Brixius therein;
(viii)
(ix) Records; and
(x)


                                       10
<PAGE>

(xi) all  products and proceeds of the  foregoing,  in any form,  including,
without limitation,  insurance proceeds and all claims against third parties for
loss or  damage  to or  destruction  of any or all of the  foregoing.
(xii)
(b)  Notwithstanding  anything  to the contrary contained in Section 7(a) above,
the types or items of  Collateral  shall not include any rights or  interests in
any contract,  lease,  permit,  license,  charter or license agreement  covering
personal property, as such, if under the terms of such contract,  lease, permit,
license,  charter or license agreement,  or applicable law with respect thereto,
the valid grant of a security  interest or lien therein to Lender is  prohibited
and such  prohibition  has not been or is not waived or the consent of the other
party to such contract, lease, permit, license, charter or license agreement has
not been or is not otherwise  obtained or under  applicable law such prohibition
cannot be waived;  provided,  that, the foregoing  exclusion  shall in no way be
construed (i) to apply if such prohibition is unenforceable  under Section 9-318
of the UCC or other  applicable law or (ii) so as to limit,  impair or otherwise
affect Lender's  unconditional  continuing  security interests in and liens upon
any  rights or  interests  of Brixius in or to monies due or to become due under
any  such  contract,  lease,  permit,  license,  charter  or  license  agreement
(including, without limitation, any Accounts or other Receivables).
(c)
(d) Without limiting the foregoing, or the other Collateral pursuant to the Loan
Agreement or any of the other Financing Agreements, in order to induce Lender to
make loans and advances and provide other financial  accommodations  to Borrower
under the Loan  Agreement,  and as  additional  collateral  for the  payment and
performance when due of all Obligations of Borrower and MIC, as the case may be,
MIC  hereby  pledges  and  assigns  to Lender  and  grants to Lender a  security
interest in, all of its now existing and hereafter arising (i) rights, remedies,
claims for monies, indemnification claims and claims for damages or other relief
pursuant  to or in respect of the  Brixius  Purchase  Agreements,  (ii)  rights,
remedies,  claims for monies,  indemnification  claims and claims for damages or
other relief under or in respect of the documents and instruments referred to in
the Brixius Purchase Agreements, and (iii) all proceeds, collections, recoveries
and rights with respect to the foregoing.  Nothing set forth herein,  and no act
taken by Lender  pursuant  to the  pledges,  assignments  and grants of security
interests  set forth  herein shall  constitute  an  assumption  by Lender of any
obligation  or liability of MIC  pursuant to or in  connection  with the Brixius
Purchase Agreements or otherwise.
(e)
2. Payments.  Notwithstanding anything to the contrary set forth  in Section 6.4
of the Loan  Agreement,  Lender shall apply payments  received or collected from
Borrower or Guarantors or for the account of Borrower or Guarantors  (including,
without limitation,  the monetary proceeds of collections or of realization upon
any  Collateral or any other  property  which is security for the  Obligations),
first, to all Obligations  (other than the outstanding  principal  amount of the
KWS Supplemental  Revolving Loans and the Brixius Supplemental  Revolving Loans)
which are then due and payable,  second, to all Obligations  (other than the KWS
Supplemental Revolving Loans and the outstanding principal amount of the Brixius
Supplemental  Revolving Loans) which are not then due and payable, and third, to
the outstanding principal amount of the KWS Supplemental Revolving Loans and the
Brixius Supplemental Revolving Loans, except, that, (i) on the first day of each
calendar  month,  (ii)  upon  the  occurrence  of an Event  of  Default  or act,


                                       11
<PAGE>

condition or event which with notice,  lapse of time or both would constitute an
Event of Default,  shall exist or have occurred and be continuing,  (iii) during
the  period on and  after the date of  termination  or  non-renewal  of the Loan
Agreement,  and (iv) to the extent that  aggregate  principal  amount of the KWS
Supplemental  Revolving  Loans at any time  outstanding  is in excess of the KWS
Supplemental  Revolving  Loan Limit then in effect,  or the aggregate  principal
amount of the Brixius Supplemental Revolving Loans at any time outstanding is in
excess of the Brixius  Supplemental  Revolving Loan Limit then in effect, as the
case may be, Lender may apply  payments  received or collected  from Borrower or
Guarantors  or for the  account of Borrower or  Guarantors  (including,  without
limitation,  the monetary  proceeds of collections  or of  realization  upon any
Collateral or any other property which is security for the Obligations),  first,
to such  Obligations  that are then due and  payable  and then in such  order or
manner as Lender determines.
3.
4. References in Section 9 of the Loan  Agreement. The phrase ", Revolving  Loan
Limit"  is  hereby  inserted  after  the  term  "sublimits"  each  time the term
sublimits  appears  in  Sections  9.7(b)(ii),   9.9(g)(vii),   9.9(h)(vi),   and
9.9(m)(vii) of the Loan Agreement.
5.
6. Priority of Liens.  The first sentence of Section  8.4 of the Loan  Agreement
is hereby deleted and the following substituted therefor:
7.
                         "The  security  interests  and liens  granted to Lender
                    under  this  Agreement  and the other  Financing  Agreements
                    constitute  valid and  perfected  first  priority  liens and
                    security  interests in and upon the  Collateral  except with
                    respect to (a) any assets  and  properties  of KWS which are
                    included  within  the KWS Term Loan  Collateral  and (b) any
                    assets and  properties of Brixius which are included  within
                    the Brixius Term Loan Collateral."

1.  Sales of Assets.
2.
(a) Section 9.7(b)(ii) is hereby amended to include the following at the end of
the Section:
                  "; and  provided,  that,  in the case of Brixius,  Brixius may
                  only  dispose  of  Equipment  constituting  Brixius  Term Loan
                  Collateral  in  accordance  with the terms of the Brixius Term
                  Loan Documents,  except,  that, as at any time the outstanding
                  Loans  exceed the amount of the Loans  available  to  Borrower
                  based on the lending formulas set forth in Section 2.1 hereof,
                  subject  to  any  then   applicable   Availability   Reserves,
                  sublimits and the Maximum Credit, or the intercompany loans by
                  Borrower  to  Brixius  pursuant  to  the   Intercompany   Loan
                  Documents exceeds the Guarantor  Availability of Brixius (less
                  the Brixius Supplemental Revolving Loan Limit then in effect),
                  the Net Available Proceeds from such disposition equal to such
                  Loans  which  exceed the  amounts  available  to  Borrower  or


                                       12
<PAGE>

                  Brixius  shall be paid directly to Lender for  application  to
                  the  Obligations  in such  order and  manner  as Lender  shall
                  determine;"

(a) The first  parenthetical in Section 9.7(b)(vii) is hereby amended to include
the  phrase  "and  Brixius,  so long  as the  Brixius  Term  Loan  has not  been
indefeasibly  paid in full,  except  with  respect  sales of  Brixius  Term Loan
Collateral in accordance  with the Brixius Term Loan  Documents"  after the term
"KWS Term Loan Documents" appears.

(b)
(c) Section 9.7(b)(viii) is  hereby  amended to include the following at the end
of such Section:
(d)
                  " and provided, further, that, in the case of Brixius, so long
                  as the  Brixius  Term Loan has not been  indefeasibly  paid in
                  full, Brixius may only sell less than all or substantially all
                  of its assets (other than Capital Stock) constituting  Brixius
                  Term Loan  Collateral in accordance with the Brixius Term Loan
                  Documents;"

(a) Encumbrances.  Section 9.8(e) is hereby  amended to include the following at
the end of such Section:
(b)
                  " and except,  that,  so long as the Brixius Term Loan has not
                  been indefeasibly paid in full, Brixius may not grant any such
                  purchase money security  interests or purchase money mortgages
                  unless such liens are  permitted  pursuant to the Brixius Term
                  Loan Documents;"

(a)  Section  9.8  is  hereby  amended  to  include  the  following   additional
Section 9.8(s):
(b)
                  "(s) a Lien  granted by MIC in favor of Brixius  Seller on the
                  stock of Brixius pursuant to the terms of the Brixius Purchase
                  Agreements  in  effect  on the date of the  Brixius  Amendment
                  Agreements  and the  Liens  granted  by  Brixius  in  favor of
                  Brixius  Seller  pursuant to the terms of the  Brixius  Seller
                  Security  Agreements  in  effect  on the  date of the  Brixius
                  Amendment Agreements."

1.  Indebtedness.
2.
(a) Section 9.9(a) is hereby amended to include the following at the end of such
Section:
(b)
                    "and the Indebtedness  owing by Brixius to Lender in respect
                    of the Brixius Term Loan and Brixius Term Loan Documents;"

                                       13
<PAGE>

(a) The  definition  of  "Refunding  Indebtedness"  in Section  9.9(q) is hereby
amended to include the indebtedness and  "Obligations"  (as such term is defined
in the Brixius Term Loan  Documents)  of Brixius to Lender under and pursuant to
the Brixius Term Loan Documents.
(b)
(c) Section 9.9 is hereby  amended  to  include the following additional Section
9.9 (r):
(d)
                  (r) the Indebtedness of MIC to Brixius Seller arising pursuant
                  to the  Brixius  Seller  Note  (plus  costs  and  expenses  as
                  provided  therein) and the other Brixius Purchase  Agreements,
                  provided, that:

                           (i) the principal amount of such  Indebtedness  shall
                  not exceed in the aggregate $2,875,000,  plus interest thereon
                  at the rate  provided  for in the  Brixius  Seller  Note as in
                  effect on the date of the Brixius Amendment Agreements,

                            (ii) Lender shall have  received  true,  correct and
                  complete  copies  of the  Brixius  Seller  Note and all  other
                  agreements, documents and instruments executed by any Borrower
                  or any Obligor with, to or in favor of Brixius  Seller Note in
                  connection therewith,

                           (iii) MIC may make  regularly  scheduled  payments of
                  principal and interest in respect of the  Indebtedness  as set
                  forth in the Brixius Seller Note, provided,  that, on the date
                  of any such payment and after giving effect thereto,  no Event
                  of Default,  or act,  condition  or event which with notice or
                  passage of time or both would  constitute  an Event of Default
                  shall exist or have occurred and be continuing,

                           (iv) MIC shall not,  directly  or  indirectly,  make,
                  any  prepayments of principal in respect of such Indebtedness,

                           (v)  neither  MIC  or  Brixius  shall,   directly  or
                  indirectly,  (a) amend,  modify,  alter or change any terms of
                  the  Brixius  Purchase  Agreements,  except  that  MIC  and/or
                  Brixius  may,  after prior  written  notice to Lender,  amend,
                  modify,  alter or change the terms thereof so as to (1) extend
                  the  maturity  thereof or defer the timing of any  payments in
                  respect  thereof,  or (2) to forgive or cancel any  portion of
                  such Indebtedness other than pursuant to payments thereof,  or
                  (3) to  reduce  the  interest  rate or any fees in  connection
                  therewith,  or to release any liens or security  interests  in
                  any assets and  properties of MIC or Brixius,  as the case may
                  be, or (4) to make any provision of the Brixius Seller Note or
                  the other  Brixius  Purchase  Agreements  less  burdensome  or


                                       14
<PAGE>

                  restrictive  as to MIC or Brixius or any other  Guarantor than
                  that in effect with  respect to the  Indebtedness  on the date
                  hereof, or (b) redeem, retire, defease,  purchase or otherwise
                  acquire such  Indebtedness,  or set aside or otherwise deposit
                  or invest any sums for such  purpose  except  with  respect to
                  payments otherwise permitted to be made hereunder, and

                           (vi)  MIC  shall   furnish  to  Lender  all  material
                  notices,   demands   or  other   materials   concerning   such
                  Indebtedness either received by MIC or on its behalf, promptly
                  after  receipt  thereof,  or sent by  MIC,  or on its  behalf,
                  concurrently with the sending thereof, as the case may be."

1.  Events of Default.Section 10.1(i) is hereby amended to include the following
at the end of the Section:
2.
                  "or Event of Default under the Brixius Term Loan  Documents or
                  a default or Event of Default under the Brixius Seller Note or
                  any of the Brixius Seller Security Agreements;"

1. Early Termination Fee.Section 12.1(c) of the Loan Agreement is hereby amended
to add the following at the end of such Section:
2.
                  "Notwithstanding  anything to the contrary  set forth  herein,
                  for purposes of calculating  the foregoing  early  termination
                  fee, the term "Maximum  Credit" shall be deemed to be, on such
                  date of  determination,  the sum of (i) $55,000,000,  (ii) the
                  KWS Maximum Supplemental  Revolving Loan Limit then in effect,
                  and (iii) the Brixius Maximum  Supplemental Loan Limit then in
                  effect."

1. Amendments to Schedules and Exhibits.  Schedules 1.20,  1.35, 1.48, 6.3, 8.1,
8.4, 8.8, 8.9, 9.9 and 9.10 to the Loan  Agreement  are hereby  supplemented  to
include the  information  with  respect to Brixius as set forth as  indicated on
Schedule B annexed hereto and the Information  Certificate  delivered by Brixius
in  accordance  with  Section  21(b)  hereof shall  constitute  its  Information
Certificate for purposes of Section 1.45 of the Loan Agreement.
2.
3. Brixius Term Loan.  Notwithstanding anything to the contrary set forth in the
Loan Agreement, Lender hereby consents to the making of the Brixius Term Loan on
the terms and conditions set forth in the Brixius Term Loan Documents.
4.
5. Representations, Warranties  and  Covenants.  In  addition  to the continuing
representations,  warranties  and  covenants  heretofore  or  hereafter  made by
Borrower or Guarantors  to Lender  pursuant to the other  Financing  Agreements,
Borrower and  Guarantors  hereby  represent,  warrant and  covenant  with and to


                                       15
<PAGE>

Lender  as  follows  (which   representations,   warranties  and  covenants  are
continuing  and shall  survive the  execution  and delivery  hereof and shall be
incorporated into and made a part of the Financing Agreements):
6.
(i) The Brixius Purchase Agreements have been duly executed and delivered by MIC
and MIC has acquired good and valid title to the Brixius  Purchased Stock,  free
and clear of all claims,  pledges and  encumbrances  of any kind except the lien
granted to Brixius Seller pursuant to the Brixius Seller Security Agreements.
(ii)
(iii) All actions and proceedings  required by the Brixius Purchase  Agreements,
applicable law and regulation  (including,  but not limited to,  compliance with
Hart-Scott-Rodino Anti-Trust Improvement Act of 1976 as amended) have been taken
and the  transactions  required  thereunder have been duly and validly taken and
consummated.
(iv)
(v) No court of competent  jurisdiction  has issued any injunction,  restraining
order or other order which prohibits  consummation of the transactions described
in the Brixius  Purchase  Agreements and no government  action or proceeding has
been threatened or commenced seeking any injunction,  restraining order or other
order which seeks to void or otherwise modify the transactions  described in the
Brixius Purchase Agreements.
(vi)
(vii) Borrower and Brixius have delivered, or caused to be delivered, to Lender,
true, correct and complete copies of the Brixius Purchase Agreements.
(viii)
(b) This Amendment has been duly authorized,  executed and delivered by Borrower
and  Guarantors,  and the agreements and  obligations of Borrower and Guarantors
contained herein constitute legal, valid and binding obligations of Borrower and
Guarantors  enforceable against Borrower and Guarantors in accordance with their
respective terms.
(c)
(d) Neither the execution and delivery of this Amendment,  nor the modifications
to the Financing  Agreements  contemplated  by this Amendment  shall violate any
applicable  law or  regulation,  or any  order  or  decree  of any  court or any
governmental  instrumentality  in any respect or does or shall  conflict with or
result in the  breach of, or  constitute  a default in any  respect  under,  any
indenture,  including,  without  limitation,  the Senior Note  Indenture  or any
material mortgage, deed of trust, security agreement, agreement or instrument to
which  Borrower  or any  Guarantor  is a party or may be bound,  or violate  any
provision of the organizational documents of Borrower or Guarantors.
(e)
(f) All of the representations and warranties set forth in the Loan Agreement as
amended hereby, and the other Financing Agreements,  are true and correct in all
material respects,  except to the extent any such  representation or warranty is
made as of a specified date, in which case such representation or warranty shall
have been true and correct as of such date.
(g)
(h) No Event of  Default  exists  on the date of this  Amendment  (after  giving
effect to the amendments to the Loan Agreement provided in this Amendment).
(i)


                                       16
<PAGE>

(j) Brixius has become a Restricted  Subsidiary and Subsidiary  Guarantor  under
and in accordance with the terms of the Senior Note Indenture.
(k)
(l) Brixius is solvent,  and will continue to be solvent after the assumption of
the  Obligations,  the  creation  of the  security  interests  of Lender and the
consummation of the other transactions  contemplated  hereunder,  is able to pay
its debts as they mature and has (and has reason to believe it will  continue to
have) sufficient  capital (and not  unreasonably  small capital) to carry on its
business  and all  businesses  in which it is about to  engage.  The  assets and
properties  of Brixius at a fair  valuation  and at their  present  fair salable
value are, and will be, greater than the Indebtedness of Brixius,  and including
subordinated  and contingent  liabilities  computed at the amount which,  to the
best of Brixius',  Borrower's  and each  Guarantor's  knowledge,  represents  an
amount  which can  reasonably  be  expected  to  become  an  actual  or  matured
liability.
(m)
(n) Borrower and Brixius shall  deliver,  or cause to be  delivered,  to Lender,
within  ninety  (90) days from the date  hereof,  an  opening  balance  sheet of
Brixius after giving effect to the  transactions  contemplated by this Agreement
and the Brixius Purchase Agreements,  together with a certificate, dated on such
date,  signed by the Chief  Financial  Officer of Brixius  certifying  that such
opening  balance sheet has been  prepared in  accordance  with GAAP and presents
fairly the  financial  condition  of  Brixius  as of that  date.
(o)
(i) Loans.  Subject to the terms and  conditions  contained  herein and the Loan
Agreement,  Lender  hereby  consents  to the  intercompany  loan by  Borrower to
Brixius as of the date  hereof with the  proceeds  of the  Brixius  Supplemental
Revolving Loans as described in Section 5 hereof and the  intercompany  loans by
Borrower  to  Brixius  on and after the date  hereof  from time to time with the
proceeds  of the  Loans as  described  in  Section  2.4 of the  Loan  Agreement;
provided,  that,  the  intercompany  loans by Borrower to Brixius as of the date
hereof are and shall be evidenced by the promissory  note dated the date hereof,
issued by Brixius in favor of Borrower, the original of which shall be endorsed,
assigned and delivered to Lender to hold as part of the Collateral,  each of the
intercompany  loans by  Borrower  to  Brixius  after  the date  hereof  shall be
evidenced  by  the  Intercompany  Note,  and in no  event,  except  in  Lender's
discretion,  shall the total amount of the  Indebtedness  of Brixius to Borrower
evidenced  by or arising  under the  Intercompany  Note at any time  outstanding
exceed the Guarantor Availability with respect to Brixius .
(ii)
7. Amendment Fee. In  consideration of  this  Amendment, Borrower  shall  pay to
Lender or Lender, at its option,  may charge the account of Borrower  maintained
by Lender an  amendment  fee in the  aggregate  amount of $50,000,  which fee is
fully  earned as of the date  hereof and may,  at  Lender's  option,  be charged
directly to Borrower's loan account maintained by Lender.
8.
9. Conditions Precedent.  The making of the Brixius Supplemental Revolving Loans
and the effectiveness of the consents and amendments set forth herein,  shall be
subject to the receipt by Lender of each of the following, in form and substance
satisfactory to Lender:
10.


                                       17
<PAGE>

(a) an original of this Amendment,  duly authorized, executed  and  delivered by
Borrower  and  Guarantors;
(b)
(c) Lender shall have received, in form and substance  satisfactory  to  Lender,
the other  Brixius  Amendment  Agreements,  each duly  authorized,  executed and
delivered by the parties thereto;
(d)
(e) Lender  shall have  received, in form and  substance satisfactory to Lender,
evidence  that the  Brixius  Purchase  Agreements  have been duly  executed  and
delivered  by  and to the  appropriate  parties  thereto  and  the  transactions
contemplated  under  the  terms of the  Brixius  Purchase  Agreements  have been
consummated prior to or contemporaneously with the execution of this Amendment;
(f)
(g)  Lender shall have received, in form  and  substance satisfactory to Lender,
all  releases,  terminations  and such other  documents as Lender may request to
evidence and effectuate the termination by the Brixius Existing Lenders of their
respective  financing  arrangements with Brixius and the termination and release
by each of them of any interest in and to any assets and properties of Brixius ,
duly  authorized,  executed and  delivered by each of them,  including,  but not
limited  to,  UCC  termination  statements  for  all  UCC  financing  statements
previously filed by each of them, as secured party and Brixius, as debtor;
(h)
(i) Lender shall have received,  in form and substance  satisfactory  to Lender,
evidence  that all  required  consents or  approvals  of any persons  other than
Lender to the  acquisition  of the capital  stock of Brixius,  and the loans and
investments  by  Borrower  and MIC in  Brixius  and the  other  arrangements  of
Borrower and the Guarantors with Brixius contemplated herein have been obtained;
(j)
(k) Lender shall have received the originals of the  Intercompany  Note  made by
Brixius , as duly  authorized,  executed  and  delivered  by Brixius and as duly
endorsed and assigned by Borrower to Lender;
(l)
(m) Lender shall have received, in form and  substance  satisfactory  to Lender,
a fully executed copy of the Fourth  Supplemental  Indenture,  dated on or about
the date  hereof,  to the Senior Note  Indenture  pursuant to which  Brixius has
become a Subsidiary  Guarantor and  Restricted  Subsidiary (as each such term is
defined in the Senior Note Indenture);
(n)
(o)  Lender has received evidence, in form and substance satisfactory to Lender,
that, on or before the date hereof,  (i) MIC has made a capital  contribution of
not less than  $1,000,000,  in  immediately  available  funds to Brixius,  which
contribution is not the proceeds of Loans or Letter of Credit Accommodations and
(ii) JBPCO has made a loan of at least $4,900,000 to MIC to purchase the capital
stock of Brixius  from  Brixius  Seller which loan is not the proceeds of Senior
Notes, Loans or Letter of Credit Accommodations.
(p)


                                       18
<PAGE>

(q) Lender  shall have received,  in form and substance  satisfactory to Lender,
the Brixius Term Loan  Documents,  duly  authorized,  executed and  delivered by
Brixius and the other Persons or parties thereto;
(r)
(s) all  representations  and  warranties  contained  herein  and  in  the  Loan
Agreement shall be true and correct in all material respects;
(t)
(u) Lender shall have received evidence,  in form and substance  satisfactory to
Lender, that Lender has valid perfected and first priority security interests in
and  liens  upon the  Collateral  of  Brixius  and any other  property  which is
intended to be  security  for the  Obligations,  subject  only to the  Permitted
Liens;
(v)
(w) Lender shall have completed a field review  of  the  Records  and such other
information  with respect to the  Collateral of Brixius as Lender may require to
determine the amount of Loans available to Borrower,  the results of which shall
be  satisfactory  to Lender,  not more than three (3) Business Days prior to the
date hereof;
(x)
(y) Lender shall have received, in form and substance  satisfactory  to  Lender,
the collateral assignment by Borrower to Lender of all right, title and interest
of Borrower under or pursuant to the  Intercompany  Loan  Documents  relating to
Brixius and granting Lender such other rights with respect thereto as Lender may
require,  duly  authorized,  executed and delivered by Borrower and acknowledged
and agreed to by Brixius (including any waiver of defenses by Brixius as against
Lender as assignee of Borrower);
(z)
(aa) Transaction Excess Availability,  as determined  by Lender,  as of the date
hereof,  shall not be less than $500,000 after giving effect to the transactions
and Loans made or to be made in connection with the transactions contemplated by
this Amendment.  For purposes of this Section  "Transaction Excess Availability"
shall mean the amount equal to: (i) the sum of (A) eighty-five  (85%) of the Net
Amount of Eligible Accounts of Brixius minus the Availability Reserves allocated
by Lender to such Guarantor,  (B) the Brixius Supplemental  Revolving Loan Limit
then in effect,  (C) the outstanding unpaid principal amount of the Brixius Term
Loan, (D) the amount of the Brixius Seller Note and (E) the aggregate  amount of
the capital  contributions and loans to be made pursuant to Section 21(h) hereof
minus  (ii) the sum of (A) the  amount of  consideration  to be paid to  Brixius
Seller on the date hereof  pursuant to the terms of the Brixius  Stock  Purchase
Agreement,  (B) the aggregate  amount to be paid to all Brixius Existing Lenders
on the date hereof, (C) the aggregate amount of all outstanding and unpaid trade
payables owed by Brixius which are more than sixty (60) days past due as of such
time and (D) the  aggregate  amount of costs  associated  with the  transactions
contemplated herein and in the Brixius Purchase Agreements;
(bb)
(cc) Lender shall have  received  evidence  of insurance and loss payee and loss
payable  endorsements  with respect to the Collateral of Brixius  required under
the Financing  Agreements,  in form and  substance  reasonably  satisfactory  to
Lender, and certificates of insurance policies and/or endorsements naming Lender
as loss payee with respect to such Collateral;


                                       19
<PAGE>

(dd)
(ee) Lender shall have received,  in form and substance  satisfactory to Lender,
the opinion  letter of counsel to Borrower,  MIC and Brixius with respect to the
Brixius  Purchase  Agreements,  the Brixius  Amendment  Agreements,  Senior Note
Indenture,  and the  security  interest  and liens of Lender with respect to the
Collateral and such other matters as Lender may request;
(ff)
(gg) Lender shall have received the fee  referred  to in Section 20 hereof;  and
(hh)
(ii) after giving effect  to the  amendments  to  the  Loan  Agreement  provided
in this  Amendment,  no Event of Default  shall  exist or have  occurred  and no
event,  act or  condition  shall have  occurred  or exist  which with  notice or
passage of time or both would constitute an Event of Default.
(jj)
11.  Additional Events of Default.  The parties hereto acknowledge,  confirm and
agree  that  the  failure  of  Borrower  or any  Guarantor  to  comply  with the
covenants,  conditions and agreements contained herein shall constitute an Event
of Default  under the  Financing  Agreements  (subject  to the  applicable  cure
period,  if any, with respect  thereto  provided for in the Loan Agreement as in
effect on the date hereof).
12.
13.  Notices.  For purposes of Section 12.2 of the Loan Agreement, notices shall
be sent to Brixius shall be sent to 5880 North 91st Street, Milwaukee, Wisconsin
53225.
14.
15. Effect of this Amendment.  Except for the  specific  amendment expressly set
forth herein, no other changes or modifications to the Financing Agreements, and
no waivers of any provisions  thereof are intended or implied,  and in all other
respects the Financing Agreements are hereby specifically ratified, restated and
confirmed by all parties hereto as of the date hereof. To the extent of conflict
between the terms of this  Amendment  and the other  Financing  Agreements,  the
terms of this  Amendment  shall  control.  The Loan Agreement and this Amendment
shall be read and construed as one agreement.
16.
17. Governing Law. The rights and obligations  hereunder of each  of the parties
hereto shall be governed by and  interpreted  and determined in accordance  with
the internal laws of the State of New York (without  giving effect to principles
of conflicts of laws).
18.
19.  Binding  Effect.  This  Amendment  shall  be  binding upon and inure to the
benefit  of each of the  parties  hereto  and their  respective  successors  and
assigns.
20.
21. Counterparts. This Amendment may be executed in any number of  counterparts,
but all of such  counterparts  shall  together  constitute  but one and the same
agreement.  In making  proof of this  Amendment,  it shall not be  necessary  to
produce or account for more than one  counterpart  thereof signed by each of the
parties hereto.


                                       20
<PAGE>

22.
23.
24.
25.
26.
27.

                             [REMAINDER OF PAGE LEFT
                              INTENTIONALLY BLANK]



                                       21
<PAGE>




         Please sign in the space  provided  below and return a  counterpart  of
this  Amendment,  whereupon  this  Amendment,  as so agreed to and  accepted  by
Lender, shall become a binding agreement among Borrower, Guarantors and Lender.

                                                     Very truly yours,

                                                     J.B. POINDEXTER & CO., INC.

                                       By:

                                     Title:

AGREED AND ACCEPTED:

CONGRESS FINANCIAL CORPORATION

By:

Title:


ACKNOWLEDGED AND CONSENTED TO:

EFP CORPORATION

By:

Title:



                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                       22
<PAGE>


                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]



LOWY GROUP, INC.

By:

Title:


MAGNETIC INSTRUMENTS CORP.

By:

Title:


MORGAN TRAILER MFG. CO.

By:

Title:


TRUCK ACCESSORIES GROUP, INC.

By:

Title:


RAIDER INDUSTRIES INC.

By:

Title:


                       [SIGNATURES CONTINUED ON NEXT PAGE]






                                       23
<PAGE>


                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]



KWS MANUFACTURING COMPANY, INC.

By:

Title:


UNIVERSAL BRIXIUS, INC.

By:

Title:

</TEXT>
</DOCUMENT>
