THIRD AMENDMENT TO STANDBY
                       LETTER OF CREDIT FACILITY AGREEMENT

         This THIRD AMENDMENT TO STANDBY LETTER OF CREDIT FACILITY  AGREEMENT is
made and entered this 31st day of July,  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 and on May 8, 1996 ("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  "July 31, 1996" and replacing  that date with "April 30,
1997."

          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 August 1, 1996.

                                        COMPANIES:
                                        Morgan Drive Away, Inc.

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

SIGNATURES CONTINUED ON PAGE 2





                                     Interstate Indemnity Company


                                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.
                                    ------------------------------------------
                                    (Signature)

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






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