Exhibit 4.4

               THIRD AMENDMENT TO FINANCE LINE OF CREDIT AGREEMENT


     This  THIRD  AMENDMENT  TO  FINANCE  LINE OF CREDIT  AGREEMENT  is made and
entered into this 8th day of May, 1996 by and between MORGAN  FINANCE,  INC., an
Indiana corporation ("Company") and KEYBANK NATIONAL ASSOCIATION, formerly known
as Society National Bank, Indiana ("Bank").

                                    RECITALS

     A. On or about September 13, 1994,  Company and Bank entered into a Finance
Line of Credit Agreement ("Agreement").

     B. On or about  September  26, 1994,  the  agreement was amended and it was
further amended on or about July 28, 1995.

     C. The parties wish to again 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 Finance Line of Credit
Agreement (as previously amended) are hereby ratified and shall continue in full
force and effect.

     IN WITNESS  WHEREOF,  the  Company  has  hereunto  set its hand by its duly
authorized  officers on the day and year first above  mentioned and effective as
of May 1, 1996.

                                     COMPANY:
                                     Morgan Finance, Inc.


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

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

SIGNATURES CONTINUED ON PAGE 2



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

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