EXHIBIT 10.1

                             [CHASE LETTERHEAD]


The Chase Manhattan Bank
East 36 Midland Avenue
Paramus, NJ 07652

May 13, 1997

Mr. Steven W. Mann,
President
Goodren Products Corporation
101 West Forest Avenue
Englewood, New Jersey  07631

Dear Mr. Mann:

We are pleased to advise you that based upon your interim financial
statements for the nine months end October 31, 1996, The Chase Manhattan
Bank (the "Bank") has approved your request for a line of credit in the
aggregate amount of $500,000 through 3/31/98.  Our officers may, in their
discretion, make short-term loans to Goodren Products Corporation (the
"Borrower") on such terms as are mutually agreed upon between us, from time
to time. 

Borrowings under this line of credit are intended to be used to meet the
normal short-term working capital needs of Goodren Products Corporation and
will bear interest at The Chase Manhattan Bank's Prime Rate plus 200 basis
points.

This line will carry a $2,000 administrative fee payable immediately.  As
this line is not a commitment, credit availability is, in addition, subject
to your execution and delivery of such documentation as the Bank deems
appropriate and the receipt and continuing satisfaction with current
financial information, which information will be furnished to the Bank as it
may from time to time reasonably request.  This line of credit expires on
March 31, 1998.

We are pleased to be of service and trust you will call upon us to assist in
any of your banking requirements.

Very truly yours,



/s/ MICHAEL J. MILLER
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Michael J. Miller,
Vice President