FOURTH AMENDMENT TO FINANCE LINE OF CREDIT AGREEMENT


         This FOURTH  AMENDMENT TO FINANCE LINE OF CREDIT  AGREEMENT is made and
entered into this 31st day of July, 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 and on May 8, 1996.

         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  "July 31, 1996" and replacing  that date with "April 30,
1997."

         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 August 1, 1996.

                                  COMPANY:
                                  Morgan Finance, Inc.


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

SIGNATURES CONTINUED ON PAGE 2






                                      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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