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

     THIS SIXTH AMENDMENT AND WAIVER (this "Amendment"), dated as of
 September 28, 1996, by and between Arrow Automotive Industries, Inc. (the
 "Borrower") and The First National Bank of Boston (the "Bank") as parties to
 a certain Revolving Credit and Term Loan Agreement, dated as of December 29,
 1993, as amended by the First Amendment to Revolving Credit and Term Loan
 Agreement, dated as of March 24, 1995, the Second Amendment to Revolving
 Credit and Term Loan Agreement, dated June 24, 1995, the Third Amendment to
 Revolving Credit and Term Loan Agreement, dated as of December 30, 1995, the
 Fourth Amendment and Waiver to Revolving Credit and Term Loan Agreement
 dated as of March 30, 1996, and the Fifth Amendment to Revolving Credit and
 Term Loan Agreement, dated as of
 June 29, 1996, (The "Credit Agreement").  Capitalized terms not otherwise
 defined herein shall have the same meanings ascribed thereto in the Credit
 Agreement.

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

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

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

 1. AMENDMENT TO CREDIT AGREEMENT.  The definition of REVOLVING CREDIT LOAN
   MATURITY DATE contained in <section>1.1 of the Credit Agreement is amended
   by deleting the date "June 30, 1997" contained in such definition and
   substituting the date "September 30, 1997" therefor.

 2. CONDITIONS TO EFFECTIVENESS.  This Amendment shall be effective upon
   receipt by the Bank of this Amendment duly and properly executed and
   delivered by the Borrower.

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

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

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

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

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

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

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

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

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

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

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

                           ARROW AUTOMOTIVE INDUSTRIES, INC.

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

                           THE FIRST NATIONAL BANK OF BOSTON

                           By: \S\ MATTHEW A. ROSS
                              Matthew A. Ross, Vice President