Exhibit 4.3
                          SECOND AMENDMENT TO STANDBY
                       LETTER OF CREDIT FACILITY AGREEMENT


     This SECOND  AMENDMENT TO STANDBY  LETTER OF CREDIT  FACILITY  AGREEMENT is
made and entered  this 8th day of May,  1996 by and between  MORGAN  DRIVE AWAY,
INC., an Indiana  corporation  ("Morgan") and INTERSTATE  INDEMNITY  COMPANY,  a
Vermont  corporation  ("Interstate")  (hereinafter  collectively  referred to as
"Companies")  and  KEYBANK  NATIONAL  ASSOCIATION,  formerly  known  as  Society
National Bank, Indiana ("Bank").

                                    RECITALS

     A. On or about  September  13,  1994,  Companies  and Bank  entered  into a
Standby Letter of Credit  Facility  Agreement which was amended on or about July
28, 1995 ("Agreement").

     B. The parties wish to amend the Agreement to extend the Termination Date.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained and other  valuable  consideration,  the parties hereto agree that the
Recitals above set forth are part of this amendment for all purposes and further
agree as follows:

     1. The definition of  "Termination  Date" contained in Section 1.2 shall be
amended by  deleting  "April 30,  1996" and  replacing  that date with "July 31,
1996."

     2. All other terms,  provisions  and  conditions  of the Standby  Letter of
Credit Facility Agreement (as previously  amended) are hereby ratified and shall
continue in full force and effect.

     IN WITNESS  WHEREOF,  the Companies  have hereunto set their hands by their
duly  authorized  officers on the day and year first written above and effective
as of May 1, 1996.

                                                COMPANIES:
                                                Morgan Drive Away, Inc.


                                    By: /s/ Richard B. DeBoer
                                        ---------------------------------------
                                        (Signature)
                                        Richard B. DeBoer

                                        Executive Vice President
                                        ---------------------------------------
                                        (Typed or Printed Name and Office)





SIGNATURES CONTINUED ON PAGE 2


                                  Interstate Indemnity Company
               
               
                                  By: /s/ Richard B. DeBoer
                                    --------------------------------------------
                                     (Signature)

                                    Richard B. DeBoer
                     
                                     Executive V.P.
                                    --------------------------------------------
                                     (Typed or Printed Name and Office)


                                  By: /s/ Constance S. Saltzgaber
                                       ----------------------------------
                                       (Signature)

                                       Constance S. Saltzgaber, Vice President
                                       ----------------------------------
                                       (Typed or Printed Name and Office)


     The undersigned, The Morgan Group, Inc. represents and warrants that it has
read and reviewed  this  amendment and that it consents to the execution of this
document  by Morgan  Drive  Away,  Inc.  and agrees to be bound by the terms and
conditions contained herein. THE MORGAN GROUP, INC.:


                                  By: /s/ Richard B. DeBoer
                                    --------------------------------------------
                                     (Signature)

                                    Richard B. DeBoer
                     
                                     Executive V.P.
                                    --------------------------------------------
                                     (Typed or Printed Name and Office)