SECOND AMENDMENT TO LINE OF CREDIT LOAN AGREEMENT

         THIS  AMENDMENT TO LINE OF CREDIT LOAN AGREEMENT is made and entered on
this 31st day of July,  1996 by and between TDI,  INC.,  an Indiana  corporation
("Company") and KEYBANK NATIONAL ASSOCIATION, formerly known as Society National
Bank, Indiana ("Bank").

                                    RECITALS

         A. On or about July 26 1995,  Company and Bank  entered  into a Line of
Credit  Loan  Agreement  ("Loan  Agreement").  It was amended on or about May 8,
1996.

         B. The  parties  wish again to amend the Loan  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  "July 31, 1996" and replacing  that date with "April 30,
1997."

          2. All other terms,  provisions  and  conditions of the Master Line of
Credit Loan  Agreement 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.


                                    COMPANY:
                                    TDI, Inc.

                                By: /s/ Richard B. DeBoer
                                    ------------------------------------------
                                    (Signature)
               
                                     Richard B. DeBoer, Chief Financial Officer
                                    ------------------------------------------
                                    (Typed or Printed Name and Office)


                                    BANK:
                                    KeyBank National Association

                                By: /s/ R. David Londergan, Jr.
                                    ------------------------------------------

                                    R. David Londergan, Jr., V.P.
                                    ------------------------------------------
                                    (Typed or Printed Name and Office)

SIGNATURES CONTINUED ON PAGE 2






         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, Chief Financial Officer
                                    ------------------------------------------
                                    (Typed or Printed Name and Office)






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